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Annual Report 2016-17

TOWARDS A SAFER,
SMARTER TOMORROW
Corporate Overview Statutory Reports Financial Section

02 Corporate Review 28 Management Discussion 136 Standalone Financial


03 Manufacturing Landscape and Analysis Statements
04 Expanding Global Footprint 51 
Discussion on the Financial 219 Consolidated Financial
Performance Statements
06 Board of Directors
64 Notice
08 Product Portfolio
74 Boards Report
09 Year in Review
108 Corporate Governance Report
10 Key Performance Indicators
(Consolidated) 128 Business Responsibility Report
14 Committed towards a SAFER
Tomorrow
16 Driving towards a
SMARTER Tomorrow
18 Creating a SUSTAINABLE
Tomorrow
20 Brand Initiatives promoting
Safer & Smarter Tomorrow
22 Safer & Smarter Customer
Orientation
23 Environment, Health & Safety
Practices
24 Corporate Social
Responsibility
26 Awards
27 Corporate Information

Forward-looking statement
In this Annual Report, we have disclosed forward looking information to enable investors to comprehend our prospects and take investment decisions. This
report and other statements - written and oral - that we periodically make contain forward looking statements that set out anticipated results based on the
managements plans and assumptions. We have tried, wherever possible, to identify such statements by using words such as anticipate, estimate, expects,
projects, intends, plans, believes, and words of similar substance in connection with any discussion of future performance. We cannot guarantee that
these forward looking statements will be realised, although we believe we have been prudent in our assumptions. The achievements of results are subject to
risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove
inaccurate, actual results could vary materially from those anticipated, estimated or projected. Readers should keep this in mind. We undertake no obligation
to publicly update any forward looking statement, whether as a result of new information, future events or otherwise.
CEAT IS COMMITTED Enthused by innovation,
technological capabilities and
TO MAKING MOBILITY product diversity, our strength
is a combination of our legacy
SAFER AND SMARTER. with the new mantras of youth
and dynamism. Driven by the
EVERYDAY. passion to build a safe ecosystem
for mobility , we have world-class
high performance tyres for a wide
variety of vehicles.
We are one of Indias most trusted
brands and remain committed to
innovate, rebuild and be agile on-
road and off-road.

THANK YOU FOR BEING A PART


OF OUR JOURNEY. WE VALUE
YOUR ASSOCIATION.
Delhi to Paris journey with CEAT tyres without a single puncture.
CORPORATE OVERVIEW

CORPORATE REVIEW

RPG Group
Established in 1979, RPG Group is a conglomerate with a diversified portfolio in the areas of infrastructure, tyres, information
technology, health, energy and plantations. Founded by Mr. R. P. Goenka, the group represents 15 companies in these sectors
predominantly CEAT, Zensar Technologies, KEC International and RPG Life Sciences amongst others. Built on a solid foundation
of trust and tradition, RPG is growing with a relentless focus on excellence.

CEAT Journey So Far


Established in 1958, CEAT is one of Indias leading tyre manufacturers with strong presence across global markets. The
Company is built on strong ethos of passion, values, dynamism and resilience and remains committed to helping millions of
vehicles travel distances safely. Today, CEAT produces over 26 million tyres a year promising safe rides to all its customers.

Manufacturing operations of CEAT are carried out through a combination of in-house manufacturing facilities and outsourcing
units. A state-of-the-art Research & Development (R&D) centre in Halol has enabled CEAT to come up with safer and smarter
products to fulfill the mobility needs of its end consumers.

New Brand logo, Bangladesh JV, TBR/PCR


Greenfield TBR/PCR expansion, 2W Capacity
facility, R&D Centre Expansion

2000-2005 2005-2010 2010-2017


Turnaround Capability Building Growth and Expansion

Liberalization of The
Indian Economy

1990s 1980s 1958-1982


Challenging Times RPG Group takes over CEAT Italian ownership of CEAT

02 CEAT LIMITED
STATUTORY REPORTS FINANCIAL STATEMENTS

Integrity
Being authentic,
transparent
Aspiration led and keeping Result
Purpose-led, passion commitments obsession
for superior Passion, High
performance, Energy, Speed and
walking the Collaboration
extra mile

Values
CAIRO, the acronym used to
Challenger define CEATs values has shaped
Innovative and agile, the culture and the character of Openness
questioning existing the Company. Led by dynamic Approachable, open
ways, promoting systems, processes and a strong and boundary-less
experimentation
TQM culture, CEAT inculcates
CAIRO in all its employees
building a customer centric
organization .

MANUFACTURING LANDSCAPE

OPERATIONAL FACILITIES

Halol WIP
Nagpur
Nashik
Bhandup KEY OUTSOURCING FACILITIES
Hyderabad
Ambernath
Map not to scale
Calicut

Sri Lanka

Distribution Network

4,500+ 250+ 450+


Dealers Two-Wheeler Distributors Franchisees (CEAT
Shoppes and CEAT Hubs)

600+ 350+ Launched CEAT


Districts covered Multi Brand Outlet & Bike Shoppes
Shop-in-Shop Concepts

ANNUAL REPORT 2016-17 03


CORPORATE OVERVIEW

EXPANDING GLOBAL FOOTPRINT

Europe Middle East ASEAN


cluster cluster cluster

US cluster LATAM cluster West Africa East Africa


cluster cluster

KEY CLUSTERS

Map not to scale

Financial Highlights

NET SALES ROCE PAT

` 5,722 Cr. 11% ` 361Cr.


EBIDTA EARNING PER SHARE DIVIDEND PER SHARE

` 675 Cr. ` 89 115%


04 CEAT LIMITED
STATUTORY REPORTS FINANCIAL STATEMENTS

CEAT developed a new range of Passenger Car


tyres for the coveted European market. Designed
and engineered in association with the top
industry experts and designers, these tyres are
benchmarked against the best in the industry.
CEAT entered Italy and Spain last year and with
the help of focused in-store brandings and
marketing communications, it has successfully
established itself as a preferred brand in these
countries.The Financial Year 2018 shall see
CEAT entering several new countries proving
its commitment to become the brand of choice
when it comes to quality tyres.

Other extremely important market for CEAT in


passenger car tyres is Middle East. In countries
like UAE and Iran, CEAT has successfully
established itself as one of the most important
brands when it comes to superior tyre
performance and mileage. With the backing
of continuous branding initiatives CEAT has
become an important brand in the high-potential
taxi/fleet segment in UAE.

CEAT has been focusing extensively to prove


its mettle in the segment of two-wheeler tyres
in the International markets. On the domestic
front CEAT has established a robust distribution
channel and has grown to become one of the
leading two-wheeler tyre brand. The international
team is working towards replicating the same
success story in certain strategic countries across
globe such as Egypt, Kenya and Colombia. In
these geographies, the products and customer
expectations are in synergy with CEAT offerings.

ANNUAL REPORT 2016-17 05


CORPORATE OVERVIEW

BOARD OF DIRECTORS

H. V. Goenka Anant Vardhan Goenka Arnab Banerjee

Chairman, Non-Executive, Managing Director Executive Director - Operations


Non-Independent Director

Atul C. Choksey Haigreve Khaitan Hari L. Mundra

Independent Director Independent Director Non-Independent Director

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STATUTORY REPORTS FINANCIAL STATEMENTS

Mahesh S. Gupta Paras K. Chowdhary Punita Lal

Independent Director Independent Director Independent Director

Ranjit V. Pandit S. Doreswamy Vinay Bansal

Independent Director Independent Director Independent Director

ANNUAL REPORT 2016-17 07


CORPORATE OVERVIEW

PRODUCT PORTFOLIO

2-3 wheeler Tyres Light Commercial Vehicle Tyres Last Mile Tyres

Zoom XL Buland
Buland Mile XL Rib
Lug XL Pro

Zoom D Buland
Mile XL Pro

Buland Mile XL

Milaze Buland Mile XL Rib Pro

Passenger Car and Utility Tractor Tyres Truck Bus Radial Tyres
Vehicle Tyres

Fuelsmarrt

Aayushmaan Plus WinSuper -D

Milaze For SUV CZAR Sport

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STATUTORY REPORTS FINANCIAL STATEMENTS

YEAR IN REVIEW

1. Awards and Recognitions 3. New Product launches


CEAT ranked No. 1 in J.D Power 92 new SKUs were introduced in
2017 Study Results in Passenger FY 2016-17. Prominent few amongst
car and Utility vehicle segment for them were:
new vehicles
Halol Plant awarded with the WIN Series in TBR Launched
Sword of Honour award by British Launched Puncture Safe Tyres
Safety Council for 2 wheelers
Halol plant received 5 Star rating CEATs fuel-efficient tyre range
from British Safety Council for Fuelsmarrt in passenger car
upgraded safety measures category
implemented at the plant. Milaze range for taxi segment
CEAT ranked No. 2 in the middle Aayushmaan Plus range of
weight category in the Indias tractor front and rear tyres with
Fastest Growing Companies issue unique puncture pads
of Business World
CEAT won the End to End 4. Branding Initiatives
Customer Solution category at 6th around Safety
Annual Manufacturing & Supply Social Media campaign
Chain Awards, 2016 #NoMoreFunny trended with 2016 edition of CEAT Cricket
over 1.3 Mn views on Youtube. Rating Awards was successfully
2. Enduring OEM partnership Campaign endorsed by Mumbai conducted
CEAT was the first source for new Police Official partner for IPLs Strategic
vehicles like Hero Achiever, Bajaj CEAT Drive Safe Dad - Timeout Partner
V12, Honda Navi and Mahindra Bobblehead Campaign
Bolero Power+. launched 6. Launch of CEAT Bike Shoppes
Hero Splendor 110 iSmart CEAT It Helps Campaign
launched on CEAT tyres. 7. Long term credit rating
Win Super D Approval in 5. Cricket association upgraded to AA by CARE and
Volvo Eicher A 4-year bat endorsement deal India Ratings & Research
Indias first premium electric bike signed with cricketer Ajinkya
Tork T6X was launched on CEAT Rahane
For Daimler trucks, CEAT tyres were
approved in T&B radial category

ANNUAL REPORT 2016-17 09


CORPORATE OVERVIEW

KEY PERFORMANCE INDICATORS (CONSOLIDATED)

TOTAL PRODUCTION (MT) NET SALES/ SALES VOLUME

2,44,300 2,58,668 2,75,573 3,09,540


2,98,698 2,21,543
2,70,040

5,70,259
2,51,692

5,72,233
2,42,540

5,44,718
5,46,460
2,17,365

4,96,523

FY13 FY14 FY15 FY16 FY17 FY13 FY14 FY15 FY16* FY17*

Net Sales (` in lacs) Sales Volume(MT)

EBIDTA GROSS MARGIN

43.26
40.59
38.05
14.53
34.75
30.03
2,35,633

12.16 12.18
2,32,257

11.67
2,16,927
80,088

9.07
1,89,885
67,186

70,299

67,541

1,48,947
45,562

FY13 FY14 FY15 FY16* FY17* FY13 FY14 FY15 FY16* FY17*

EBITDA (` in lacs) EBITDA (%) Gross Margin(` in lacs) Gross Margin (%)

* The Company transitioned to IndAS from April 1, 2015


Thus previous years figures are not comparable.
1 Total production figures are only for standalone.
2 EBITDA includes Non Operating income.

10 CEAT LIMITED
STATUTORY REPORTS FINANCIAL STATEMENTS

PAT BOOK VALUE PER SHARE (`/share)

8.03

597
6.31

508
5.56
43,754

424
36,116

4.96
31,718

2.42
27,124

286
229
12,019

FY13 FY14 FY15 FY16* FY17* FY13 FY14 FY15* FY16* FY17*

PAT (` in lacs) PAT (%)

EARNING PER SHARE (`/share) DIVIDEND PER SHARE (`/share)


108.17

11.50

11.50
89.28

10.00

10.00
84.62
76.59

4.00
35.10

FY13 FY14 FY15* FY16* FY17* FY13 FY14 FY15 FY16 FY17

* The Company transitioned to IndAS from April 1, 2015.


Thus previous years figures are not comparable.
3 PAT is considered after minority interest

ANNUAL REPORT 2016-17 11


CORPORATE OVERVIEW

KEY PERFORMANCE INDICATORS (CONSOLIDATED)

NET DEBT/EQUITY NET DEBT TO EBIDTA

1.18

0.98 2.03

1.50
1.31

0.39 0.95
0.37
0.29 0.75

FY13 FY14 FY15* FY16* FY17* FY13 FY14 FY15* FY16* FY17*

EBIDTA/INTEREST ROCE/ROE (%)

8.04 30.20

6.95 25.00
23.22
5.31
16.63
16.16
3.91
18.33 17.09
17.00
2.52
12.77
11.11

FY13 FY14 FY15* FY16* FY17* FY13 FY14 FY15* FY16* FY17*

ROCE ROE

* The Company transitioned to IndAS from April 1, 2015.


Thus previous years figures are not comparable.
4 Interest includes interest capitalised during the year.
5 Average capital employed considered for ROCE
6 ROCE calculated based on PBIT* (1 - Tax Rate)

12 CEAT LIMITED
STATUTORY REPORTS FINANCIAL STATEMENTS

SEGMENT-WISE REVENUE (%) CATEGORY-WISE REVENUE (%)

12 12 13

14
64 24 28

33

LCV PC/UV Truck & Bus


Exports OEM Replacement
Two Wheeler Speciality/Farm

CEAT SHOPPE AND DISTRICT COVERED NEW PRODUCTS DEVELOPED

No. of CEAT Shoppes District Coverage


601

102
95

92
290

70
66
212
102

FY 12 FY17 FY12 FY17 FY13 FY14 FY15 FY16 FY17

ANNUAL REPORT 2016-17 13


CORPORATE OVERVIEW

COMMITTED TOWARDS A

SAFER TOMORROW

CEAT Halol Plant has


received British Safety
Council Sword of Honour
in 2016 for demonstrating
outstanding commitment
to safety.

At CEAT, Safety is imperative and we


go that extra mile to ensure and affirm
it in our products.
CEATs range of tyres undergo
extensive quality checks to ensure
endurance and grip control. We have
built an ecosystem where designing,
testing and extensive field research
validates the life and performance
of the tyres.

Differentiated Products
CEAT is known for developing cutting edge
products for its customers. CEAT has always prided
itself for its customer centricity and manufactures
tyres keeping their driving requirements and road
infrastructure in mind.

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STATUTORY REPORTS FINANCIAL STATEMENTS

CZAR Sport Pro Gripp MX

Designed for compact SUVs, Pro Gripp MX tyres are


CZAR Sport tyres have specially designed for very
asymmetric patterns, giving advanced and specialized
better description wet-grip and needs of adventure / rally
aquaplaning. sports motorcycles. The tyres
are designed with well-placed
higher stiffness, self-cleaning
blocks made up of special
rubber compound. The self-
cleaning block allows the biting
grip of the tyre to be intact in
loose muddy terrain making the
tyre and the rally sports safer
than ever.

Brand communications
Road safety being central to CEATs CEAT installs Breath-Analysers
philosophy, we invent ways to in Mumbai Pubs
communicate Safe Mobility to CEAT in association with Mumbai
our consumers and design brand Police installed Breath-Analysers
communications in line with this across multiple pubs in Mumbai.
thought.
CEAT amplifies awareness on
Drive Safe Dad campaign road safety
An initiative focused on discouraging CEAT launched an initiative aimed to
dads from over-speeding their vehicles intensify Road Safety message across
which is one of the major causes for major cities in the country.
road accidents.
Safer and smarter mobility
CEAT launched its in the game called
Roads, CEAT helps TVC campaign
taking its concept of Be Idiot Safe
further.

ANNUAL REPORT 2016-17 15


CORPORATE OVERVIEW

DRIVING TOWARDS A

SMARTER TOMORROW

The Company is aiming for


leadership position in the
passenger vehicle space
with Smarter range of
products, especially in the
two-wheeler segment.

At CEAT, building smarter products


for smarter tomorrow is the driving
force. We focus on investing
in upgrading technological
capabilities and R&D to deliver high
quality, innovative and specialized
products across categories.
CEAT facilities are well equipped SMART Plant at Nagpur
with new simulation technology for
predictive testing enabling better Our new 2W plant at Nagpur is being developed on
the lines of a smart plant. Through digitalisation, we
understanding of products. aim to improve our operational efficiency. Mistake
proofing, Auto Safety Interlocks, Centralised Recipe
Management and Warehouse Management are
also a part of this project.

This will be a stepping stone in the journey of


CEAT tyres where machines will talk to each other
and improvise to deliver quality products based
on algorithms.

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Smarter Products
Milaze Tubeless Puncture Safe Milaze

Tubeless tyres - Improved CEATs new breed of Milaze tyres are designed to
Tread Life with Uniform Wear Puncture Safe tyres, for the provide superior mileage for
for Better Durability two-wheeler market, is set to everyday rides. These tyres are
designed to last upto 1 lakh
revolutionize the tyre industry kilometres
by offering a technology to
consumers that will allow tyres
to resist punctures with no
Buland Mile-XL loss of air pressure and allow Aayushmaan Plus
a hassle free and safe ride.
Being one of a kind in the
country, the Puncture Safe
range is designed to vastly
improve on the safety aspects
since tyre bursts is one of
the major reason for road
accidents.

With this, CEAT is a step


closure to its vision of making
Made of strong Nylon Casing, Aayushmaan Plus range of
mobility safer and smarter.
Buland tyres give a new tractor front & rear tyres are built
dimension to small commercial with unique puncture pads, to
vehicles. provide puncture protection.

Research & Development


The state-of-the-art R&D facility at Halol with institutes of global repute in order
plant is focussed on development to augment its competency and
of breakthrough products, alternate capability. R&D centre houses an
materials, green tyres and smart tyres. objective testing facility along with
the facility for simulation technology
CEAT has invested heavily in R&D in last for predictive testing. This serves as a
few years. CEATs R&D is focussed on testament to CEATs superior product
development of break through products and service offerings.
for the customers. It actively partners

ANNUAL REPORT 2016-17 17


CORPORATE OVERVIEW

CREATING A

SUSTAINABLE TOMORROW

CEAT follows environment


protection principle of
Reduce, Reuse and
Recycle

At CEAT, utmost care is given to


carry out our operations in an eco-
friendly manner. We have developed
a whole new range of fuel efficient
tyres. Last year, we implemented
several projects to reduce our carbon
emissions like solar energy projects,
installation of steam turbine on waste
recovered steam.

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STATUTORY REPORTS FINANCIAL STATEMENTS

Awards
and Recognition
Sword of Honour for Halol plant for
implementing British Safety Councils
Health and Safety Management
System

OHSAS 18001 (Occupational Health


and Safety Management System)
certification for Nagpur Plant.

Creating a Sustainable Environment water till date. The company is also riding and driving experience when
CEAT follows environment protection sensitive towards having a safe, compared to normal tyres. These new
principle of reduce, reuse and recycle. sustainable work environment for its CEAT tyres are made of stiffer tread
The Company has adopted several employees. pattern and advanced polymer for
measures to maintain ecological optimised contact area, enabling better
balance around its production facilities. Sustainable Products control of the vehicle while turning. With
Consistent effort goes into reducing TORK T6X launched on CEAT this product, CEAT is ready to offer not
hazardous residuals, water consumption Indias first premium electric bike Tork just safer and smarter mobility but at
and wastage and improving overall T6X was launched on CEAT tyres. T6X economical rates. The Fuelsmarrt range
health of the surrounding areas. is designed to travel over 100 Kms on a of CEAT tyres is available for different
single charge; is ideal for city riding and cars like Wagon R, Swift, Etios, Baleno,
Zero Liquid Discharge is one such would be equivalent to a 200cc petrol- Alto and others.
initiative, whereby CEAT plants are powered motorcycle.
equipped to use minimum amount Sustainable Associations
of fresh water. We have intelligently Fuelsmarrt CEAT has further strengthened its reach
designed machines which recycle CEATs all new fuel-efficient tyre range with stronger OEM partnerships. Honda
the water unless it is deemed unfit for Fuelsmarrt has hit the market. The Activa 125, Maruti Suzuki Wagon R, Ashok
further use. This has helped us save product offers upto 7% better saving on Leyland, Volvo Eicher LCV are a few new
approximately 1,16,000 kilolitres of fuel, longer tyre life and an optimised associations built to widen the reach.

ANNUAL REPORT 2016-17 19


CORPORATE OVERVIEW

BRAND INITIATIVES PROMOTING SAFER & SMARTER TOMORROW

Road safety is imperative to CEATs business philosophy and we


use creative mediums to propagate the same through various brand
communications and partner associations.

Our Grip, Your Story


Centred around CEATs premium SUV tyres
CEAT partnered with xBHP for a ride to Spiti Valley
CEAT tyres fitted on Bajaj Dominar bike, went through harsh
terrains and tough conditions. Tyres performed extremely well,
lending a confident and reliable ride to the riders.

Safer and Smarter mobility


CEAT launched its In the Game called Roads,
CEAT helps TVC Campaign taking its concept
of Be Idiot Safe further. CEAT partners Mahindra CEAT associated with
Adventure Renault Gang of Dusters
CEAT announced its Our focus towards safety, grip
collaboration with Mahindra and stability, a vital component
Adventure for hosting seven for off-roading journeys, is a key
of the most challenging driver for our association.
expeditions of the country.

CEAT Amplifies Awareness on


Road Safety
CEAT launched an initiative aimed to
intensify Road Safety message across
13 locations in the country.

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STATUTORY REPORTS FINANCIAL STATEMENTS

CEAT Felicitates Outstanding Associate Sponsor & Strategic Timeout


Performances in Cricket Partner in IPL 10
CEAT Tyres celebrated the glory of International cricket
with CEAT Cricket Rating (CCR) International Awards 2016.

CEAT Drive Safe Dad - Bobblehead


Campaign
An initiative focused on discouraging dads
from over-speeding their vehicles.

ANNUAL REPORT 2016-17 21


CORPORATE OVERVIEW

SAFER & SMARTER CUSTOMER ORIENTATION

CEAT is dedicated to its customers and goes that extra mile to ensure
that the association never fades. Everything that CEAT does is to
satisfy and delight customers.

CEAT Ranks Highest in India for OE Tyre Customer Satisfaction


During FY 2016-17, CEAT has been in 2010, the study measures overall Study Rankings
ranked No. 1 in India for customer satisfaction by examining four factors CEAT ranks highest in overall customer
satisfaction in passenger car and utility (listed in the order of importance) satisfaction (893) and performed well
vehicle tyre segment, according to the Appearance, Durability, Ride and on all the parameters. The 2017 India
J. D. Power 2017 India Original Traction/Handling. Original Equipment Tyre Customer
Equipment Tyre Customer Satisfaction The result is a testimony to CEATs Satisfaction Index (TCSI) Study is based
Index (TCSI) study. J. D. Power study, continued focus on developing best- on 3,346 responses from new-vehicle
now in its seventeenth year, measures in-class products through a robust owners who purchased their vehicle
satisfaction among Original Equipment customer insighting process backed by between May 2014 and August 2015.
tyre owners during the first 12 to 24 a strong Research and Development The study was fielded between
months of ownership. Redesigned (R&D) team. May and August 2016.

1
No.
in
Appearance Durability Ride Traction/ Handling

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ENVIRONMENT, HEALTH & SAFETY PRACTICES

CEAT stands strong by its objective of creating safe environment


both on road and off road. In pursuit to achieve the goal, the Company
has defined systems and processes to reduce workplace accidents,
illnesses and other environmental issues and defined it under Zero
Accidents, Zero Occupational Illness and Reduce, Reuse & Recycle
categories.

Zero Accidents Zero Occupational Reduce, Reuse


Illness and Recycle

CEAT aims at having Zero Occupational health CEAT follows the environment
Accidents both, on road hazard is a critical issue at protection principle of
and off road. CEAT conducts CEAT. It is crucial for the reduce, reuse and recycle.
extensive training programs Company to have a healthy The Company works hard
on safety parameters. The work environment with to maintain the ecological
Company has adopted British zero occupational illness balance around its production
Safety Councils (BSC) Five records. In line with this facilities and takes enough
Star Occupational Health initiative, the Company has measures to ensure the well-
and Safety Management designed programs to create being of both the facility as
System as benchmark to its health awareness amongst well as the surrounding areas.
own systems and CEAT Halol employees.
Plant was recognised with In FY 2016-17, CEAT
Sword of Honor for its safety 24-hour Occupational Health implemented projects
management systems. Centres supervised by to reduce fresh water
qualified professionals, first-aid consumption in
kits, annual health check-ups, manufacturing plants and
ambulance on call are a few announced Halol, Nashik &
measures taken to control Nagpur Plants as Zero Liquid
health related issues. Discharge Plants.

Waste management, energy


efficiency, environment
hygiene are a few other
projects that CEAT closely
monitors and actions upon.

ANNUAL REPORT 2016-17 23


CORPORATE OVERVIEW

CORPORATE SOCIAL RESPONSIBILITY

CEAT has a vision to drive holistic empowerment of the community


and carries CSR initiatives through RPG Foundation, a public
charitable trust, qualified to undertake CSR activities in accordance
with Schedule VII of the Companies Act, 2013:

Netranjali Swayam Road Smarrt

The project aims at providing The project aims to promote In line with the motto of safety,
comprehensive Vision/Eye Gender Equality and Womens the Company launched Road
care to prevent avoidable Empowerment and drive Smarrt - to advocate safe
blindness. During the year, powerful social change in the driving and prevention of
8,40,310 under-privileged in transport industry by training road fatalities. The Company
three target groups viz. elderly, underprivileged women targeted school children and
truckers and children were in driving skills to enhance parents to create awareness
educated on eye care. livelihood across sectors amongst children who are the
such as Taxi, school vans and future road users.
The project screened 1,20,645 entrepreneurial ventures.
people through 935 eye The Company launched
camps. Successfully completed sessions in 20 schools in
training for 57 batches across Mumbai covering over 10,000
54,685 spectacles were 17 locations. children.
distributed and 13,685 cases
referred.

24 CEAT LIMITED
STATUTORY REPORTS FINANCIAL STATEMENTS

Skill Development:
Project-Saksham
During the year, 155 less privileged
women and youths were trained in
tailoring, entrepreneurship, mobile
phone repairing and preparing
nutritional snacks.

Pehlay Akshar Jeevan

Project Sanjeevani
The project trained 182 less privileged
women and youths in patient care
assistance as an alternate livelihood
option in the communities around the
Companys plants.

The project focuses on The project focuses on


Primary Education with improving quality of life
emphasis on English speaking in areas of clean drinking
and reading skills to enhance water, sanitation and health
employability. During the and nutrition. The project
year, the project covered provided nutritional support
30 schools and trained 290 and safe drinking water in
teachers impacting 35,000 schools and installed rain
students. harvesting structures. Further,
in support of the Swachh
The initiative reached out Bharat Abhiyan, sanitation
to 2912 students across 26 facilities were provided
schools in Mumbai, Halol and through construction of toilets
Nashik. in the communities around the
Companys plants.

ANNUAL REPORT 2016-17 25


CORPORATE OVERVIEW

AWARDS

CEAT ranked number 1 in J.D. Power Sword of Honour and 5 Star Rating CEATs Drive Safe Dad Campaign won
2017 India Original Equipment Tyre from British Safety Council awarded to Silver Award for Best Media Innovation
Customer Satisfaction Index (TCSI) Halol Plant Radio at the Big Bang Awards

CEAT won the End to End Customer CEAT received the ABK -AOTS: 5S CEATs Chase The Monsoon-3
Solution category at 6th Annual Excellence Award campaign was awarded with Silver
Manufacturing & Supply Chain Award for Best Integrated Media
Awards, 2016 CEAT bagged the ABK AOTS: 5S Campaign-Films/TV shows/Events at
Sustenance Award India Digital Media Awards

26 CEAT LIMITED
STATUTORY REPORTS FINANCIAL STATEMENTS

CORPORATE INFORMATION

Board of Directors Corporate Social Bankers


H. V. Goenka Responsibility Committee Bank of India
Chairman Anant Vardhan Goenka (Chairman) Bank of Baroda
Anant Vardhan Goenka Hari L. Mundra (Member) State Bank of India
Managing Director Vinay Bansal (Member) ICICI Bank
Arnab Banerjee
IDBI Bank
Executive Director- Operations Risk Management Committee
Mahesh S. Gupta (Chairman) Corporation Bank
Atul C. Choksey
Hari L. Mundra (Member) Yes Bank
Haigreve Khaitan
S. Doreswamy (Member) Axis Bank
Hari L. Mundra
Vinay Bansal (Member) The Hongkong and Shanghai Banking
Mahesh S. Gupta
Corporation Limited (HSBC)
Paras K. Chowdhary
Registrar and Share Standard Chartered Bank
Punita Lal Transfer Agents Kotak Mahindra Bank
Ranjit V. Pandit TSR Darashaw Limited
S. Doreswamy 6-10, Haji Moosa Patrawala
Industrial Estate,
Vinay Basal
20, Dr. E. Moses Road, Mahalaxmi,
Mumbai - 400011
Company Secretary &
Compliance Officer
Debenture Trustee
Shruti Joshi
Axis Trustee Services Limited
Axis House, Ground Floor,
Legal Advisors
Bombay Dyeing Mills Compound,
Mulla & Mulla & Craige, Blunt & Caroe
Pandurang Budhkar Marg,
Auditors Worli, Mumbai - 400025
S R B C & CO LLP

Audit Committee
Mahesh S. Gupta (Chairman)
Hari L. Mundra (Member)
S. Doreswamy (Member)
Vinay Bansal (Member)
CEAT Limited
Stakeholders Relationship
Corporate Identification Number (CIN): L25100MH1958PLC011041
Committee
S. Doreswamy (Chairman)
Registered Office
Mahesh S. Gupta (Member) 463, Dr. Annie Besant Road, Worli, Mumbai 400 030
Paras K. Chowdhary (Member)
Plants
Nomination and Remuneration Village Road, Bhandup, Mumbai 400 078
Committee 82, MIDC, Industrial Estate, Satpur, Nashik 422 007
Mahesh S. Gupta (Chairman) Village Gate Muvala, Halol, Panchmahal, Gujarat 389 350
Paras K. Chowdhary (Member) Plot No.SZ-39, Butibori MIDC, Nagpur 441108.
S. Doreswamy (Member)

ANNUAL REPORT 2016-17 27


STATUTORY REPORTS

MANAGEMENT DISCUSSION AND ANALYSIS

CEAT has been ranked No. 1 in


India for customer satisfaction
in passenger car and utility
vehicle tyre segment.

About CEAT Limited consistently investing in brand building, innovative product


CEAT is one of Indias leading tyre manufacturers with a global development and extensive expansion of its distribution network.
presence. CEAT produces over 26 million tyres a year, with a
wide range of radial and bias tyres for both commercial and Going forward, the Company has committed an investment
passenger vehicle segments. It is dedicated to the passionate of ` 2,800 Crores over the period of next 5 (five) years. The
pursuit of excellence in performance and quality through greenfield facility for two and three-wheeler tyres (Nagpur) and
a range of distinctive products. The brand stands for safer brownfield facility for passenger car and utility vehicle tyres
and smarter mobility and the Company strives for delivering (Halol) have already been commissioned and are under ramp-
high and consistent quality products that ensure safety of its up currently.
consumers and make their drive a pleasurable one.
During FY 2016-17, CEAT has been ranked No. 1 in India for
In the last 5 (five) years, it has emerged as the fastest growing customer satisfaction in passenger car and utility vehicle tyre
company in the industry in terms of revenue growth. Driven by segment, according to the J.D. Power 2017 India Original
its purpose of Making Mobility Safer & Smarter. Everyday. and Equipment Tyre Customer Satisfaction Index (TCSI) Study. The
governed by its core values of CAIRO*, CEAT is committed result is a testimony to CEATs continued focus on developing
to long-term value creation for all its stakeholders. During the best-in-class products through a robust customer insighting
same period, the Company has delivered the highest returns to process backed by a strong Research and Development (R&D)
shareholders in tyre industry in India. team. CEAT has also received Sword of Honor, the highest
manufacturing excellence award by the British Safety Council
In last few years, the industry has witnessed high growth for its Halol plant recently, emphasising CEATs thrust on safety.
rates in the passenger cars, utility vehicle and two-wheeler
segments. In keeping with the trend, CEAT decided to focus *CAIRO stands for Challenger, Aspiration led, Integrity, Result obsession

on these segments about six years ago. Since then, it has been and Openness

28 CEAT LIMITED
CORPORATE OVERVIEW FINANCIAL STATEMENTS

Global Economy insipid, predicts IMF. Moreover, the medium-term outlook for
Sluggish growth in 2016 the region as a whole remains dim due to weak productivity,
The world economic growth rate remained subdued at adverse demographics and election uncertainties.
3.1% in 2016. This was largely due to the turbulences in the
world markets during the first half of the year. Brexit, Chinas Japan: IMF upgraded its forecast for Japans GDP growth
slowdown, low oil prices and overall economic weakness in in 2017 to 1.2% owing to increased exports. However, the
Japan, the US and Europe were primarily responsible for slow declining fiscal stimulus in 2018, is likely to bring down its GDP
economic growth. to 0.6%. Moreover, inflation due to higher fresh food prices and
fading effects of the earlier appreciation of yen will influence
Moreover, the recovery of global economy was weighed down the economy. Moreover, the countrys dwindling labour force is
by spillover effects of Brexit and uncertain trade policies of the likely to bring problems for the economy in the long term.
new White House regime; both of which led to unpredictable
policies cautioning investors. Besides, the tightening purse of United Kingdom: Economic growth held up better than
the US Federal Reserve dampened private investments further expected in the second half of 2016, but has stumbled in 2017.
hurting global growth prospects. Rising inflation, driven by the depreciation of sterling, is likely to
squeeze household income and depress consumer spending,
Meanwhile, in the advanced economies, these setbacks were which has been the primary driver of economic growth in
offset by stronger than expected economic activities during the recent years. Besides, a hung parliament after the snap general
second half of 2016. This was clearly visible in the US, displaying a election will further jeopardise firm policy initiatives to drive
decelerated unemployment rate; and in the UK which witnessed economic growth.
a rise in domestic demand following Brexit. These higher than
expected changes in advanced economies set in motion a Emerging Market and Developing Economies (EMDEs):
growth trend. If this trend continues, the world economy is EMDEs are projected to grow by 4.5% in 2017. Among these
expected to pick up steam in 2017 and grow by 3.4%. economies, China is expected to show strong growth at 6.5%
(compared to the previous estimate of 6.2%). This is because
USA: The projected growth for the US economy has been Chinese administration is directing policy stimulus measures
revised upward by the International Monetary Fund (IMF). into the economy. However, moderation in growth prospects is
This reflects the assumed fiscal policy easing and an upswing in expected among large economies such as Brazil and Mexico.
confidence, especially after the Presidential elections. If such a
scenario persists, it will reinforce the cyclical momentum. There
is however, pervasive uncertainty around policy shifts.
` 2,800 Cr.
Euro Zone: Clouded by Brexit and slowdown in major
Going forward, the Company has committed an investment
economies of the region, such as Germany, Spain and Italy,
of ` 2,800 Crores over the period of next five years.
the Eurozones economic performance is expected to remain

Global GDP growth trend (%)


2015 2016 2017 (P) 2018 (P)
World Output 3.2 3.1 3.4 3.6
Advanced Economies 2.1 1.7 2.0 2.0
United States 2.6 1.6 2.3 2.5
Euro Area 2.0 1.7 1.7 1.6
Japan 1.2 1.0 1.2 0.6
United Kingdom 2.2 1.8 2.0 1.5
Other Advanced Economies* 2.0 2.2 2.3 2.4
Emerging and Developing Economies 4.1 4.1 4.5 4.8
China 6.9 6.7 6.6 6.2

P: Projections
*(Excludes the G7 - Canada, France, Germany, Italy, Japan, United Kingdom, United States and euro area countries)
(Source: International Monetary Fund)

ANNUAL REPORT 2016-17 29


STATUTORY REPORTS

MANAGEMENT DISCUSSION AND ANALYSIS

Crude Oil price Fiscal deficit: The fiscal deficit as a percentage of GDP
Crude oil prices remained between USD 44 to USD 54 per stood at 3.5% in FY 2016-17. This is expected to further
barrel during FY 2016-17, notwithstanding Organisation of the go down to 3.2% in FY 2017-18.
Petroleum Exporting Countries (OPEC) efforts to cut production
and stabilise the market. As India imports a large portion of its oil Current account deficit: The current account deficit as
requirements, lower oil prices helped benefit Indias economy. a percentage of GDP stood at 0.9%, which is lowest in the
last 5 (five) years.
CRUDE OILS PRICE IN USD PER BARREL
FOR APRIL 2016 - MARCH 2017 Year FY 2016-17 witnessed major reforms by the Indian
Government amongst which were:

60 Demonetisation: In FY 2016-17, the Government


54 53 announced demonetisation of high denomination
52
49 49 49 50 49
47 currency notes. The decision was aimed at curbing
50 46
44 44 corruption, counterfeiting terrorist activities and
accumulation of black money. With demonetisation, the
40 economy was introduced to various long-term benefits
like greater digitalisation of the economy and ensuring
30 formalisation of it. Besides, the process strove to increase
flow of financial savings into the banking system. Further, it
is expected that in the long run, demonetisation may lead
20
to a higher GDP growth. Additionally, it envisages better tax
compliance and greater tax revenues by reducing corruption.
10 Demonetisation led to a temporary demand compression
across industries and retail trade was affected in the months
0 of November, December and January. Demand started to
pick up from February onwards.
MAR-17
NOV-16
OCT-16
AUG-16

DEC-16
MAY-16

JUN-16
APR-16

FEB-17
JUL-16

SEP-16

JAN-17

Goods and Services Tax: Goods and Services Tax


(GST) is a single comprehensive tax levied on all goods
and services consumed in the country. It is considered as
Price (USD per barrel)
Indias most important tax reform post-independence. The
Source: ICIS introduction of Goods and Service Tax is a significant step
in the reform of indirect taxation and will convert India into
Indian Economy an integrated unified market. Amalgamation of several
India continues to be one of the fastest growing major central and state taxes into a single tax would mitigate
economies in the world, reporting a robust GDP growth of 7.1% cascading or double taxation and facilitate a simplicity of
in FY 2016-17. Governments bold measures on many fronts tax and easier administration. GST to be implemented from
are helping India reach its true potential. Indias fundamental July 1, 2017 is expected to lead Indias economy into an
economic indicators - inflation, fiscal deficit, and current era of growth, greater competitiveness and transparency
account deficit showed reduction. Indias FDI inflows stood at while simultaneously widening the countrys tax net. It is
a record USD 60.1 billion in FY 2016-17. expected to contribute significantly to the GDP growth in
the long run. However, making projections and targets for
Inflation: The retail inflation stayed above 5% till August GST revenue in its first year of implementation would be
2016. However, it started moderating thereafter due to a difficult. The Company believes that GST will help bolster
good monsoon, dropping to a two-year low of 3.4%. The Indias economic progress in the long run.
average inflation for the FY 2016-17 stood at 4.5% vis--
vis 4.9% in FY 2015-16. BS IV norms: The Supreme Court banned the sale of Bharat
Stage* III (BS III) vehicles with effect from April 1, 2017 in a
ruling given on March 29, 2017. It came as a setback to
various automobile manufacturers who contended that the
*Bharat stage standards are emission standards instituted by the Government of India to check the air pollution due to emissions from internal combustion engine
equipment.

30 CEAT LIMITED
CORPORATE OVERVIEW FINANCIAL STATEMENTS

31st March deadline was only meant for production of such Outlook for Indias economy
vehicles but their sale could continue. As per Society of Indian Indias GDP growth rate is expected to reach 7.4% in
Automobile Manufacturers (SIAM), there was an inventory of FY 2017-18, driven by a rebound in consumption demand,
more eight lakh BS III vehicles when the ruling was passed. which had dampened post demonetisation. Further, the
OEM sale in commercial and two/three vehicle categories consumption growth will be stimulated by a normal monsoon,
in the first few months of the current fiscal year is expected benign inflation and softer interest rates. An expected normal
to go down due to inability of the OEM manufacturers to monsoon in 2017 will ensure that agricultural income continues
quickly ramp up to produce BS IV compliant vehicles. The to rise. Interest rates are likely to reduce further due to policy
situation is likely to normalise going forward. rate cuts by the Reserve Bank of India (Source: CRISIL).

Tyre Industry Segmentation

Truck & Bus (T&B)


Vehicle Off the Road
Categories
Commercial Off High way
Vehicle (CV)

Light Commercial Tractor /Farm


Vehicle (LCV)

Passenger Vehicle (PV)

Passenger Car Motor Cycle

Four- Wheeler Two- and Three-Wheeler

Utility Vehicle Scooter

Markets

OEM Exports

Replacement

Technology

Radial Cross ply (bias)

ANNUAL REPORT 2016-17 31


STATUTORY REPORTS

MANAGEMENT DISCUSSION AND ANALYSIS

Global Tyre Industry and countervailing duty imposed by the US administration,


Tyre industry is a capital-intensive industry which has to make Chinese imports in Truck and Bus categories suffered a setback
heavy investments for creating capacity. Currently, global tyre and fell below USD 1 billion in first eleven months of 2016.
industry is valued over USD 80 billion of which Passenger However, these duties were rolled back in February 2017. The
Vehicles (PV) tyre, Truck and Bus (T&B) vehicles tyre, and Off UK was the second largest market for Chinese exports. In 2016,
Highway Tyres (OHT) constitute around 90% share. The global the value of tyres exported from China to the UK was USD 0.54
automotive industry is constantly evolving to keep pace with the billion, accounting for 4.2% of Chinas total export value of tyres.
changing customer preferences, technological advancements
and regulatory landscape. US tyre market:

Global tyre industry has expanded at a steady rate in last few


years along with the growth in international automobile market.
During the last seven years, the tyre industry has grown at a
compounded annual growth rate (CAGR) of around 4.5%. In
2016, the global tyre market produced more than 2.9 billion
units (Source: Business Wire).

The growth of the global tyre industry is driven by rising income USAs automobile market is the second largest automobile
levels, increased urbanisation, and fast economic growth in market in the world. Increasing disposable income due to
the developing countries. Rise in disposable incomes leading strengthening US Dollar, falling oil and food prices and rising
to increased purchasing power of consumers, worldwide, has standard of living are resulting in an increase in production and
significantly propelled the demand of automobiles and tyres vehicle sales in the US. Steady growth in sales and production
globally. of automobiles, expanding automobile fleet and favourable
government policies are anticipated to propel growth in the US
As countries seek to address energy efficiency issues and tyre market over the next five years (Source: Business Wire).
reduce emissions of greenhouse gases, development in
sustainable and green mobility have become a global agenda. European tyre market:
Electric vehicles, in particular, offer a spectrum of opportunities
to reduce emission, increase energy security and improving
fuel efficiency. About 1.3 million electric vehicles were sold
worldwide in 2016, registering a growth of 76% on YoY basis
(Source: ATMA).

Chinese tyre market:

Europe continues to be the epicentre of all major global


advancements in tyre technology. The European tyre market
is predicted to grow at a CAGR of 5% during 2014-2019.
All the three zones - Western, Central and Eastern Europe
are expected to contribute to this growth. Tyre categories
especially Passenger Cars (PC), Light Commercial Vehicles
(LCV) and Medium and Heavy Commercial Vehicles (M&HCV)
Currently, China is the worlds largest market for tyres. The will witness most of this growth.
Chinese automobile industry has grown at a tremendous
pace. It has catalysed the development of the countrys tyre Germany, the UK, France, Italy, Spain and Poland are the major
sector, both in terms of production as well as consumption. The markets that contribute to more than 60% of the total Europe
operating rate of the Chinese market rebounded significantly in tyre sales in volume terms.
2016, showing an uptrend in the off-season after October.
By 2020, passenger cars and light commercial vehicle sales
In 2016, export value of China was USD 12.89 billion, down by are likely to reach about 16.9 million units in Western Europe,
6.9% on YoY basis. The value of tyres exported from China to about 3.7 million units in Central Europe and 4.6 million
the US was USD 2.1 billion, accounting for 16.3% of Chinas total units in Eastern Europe. Passenger vehicle is the dominant
export value of tyres in the same duration. Due to anti-dumping segment in European tyre market. Moreover, it is forecasted

32 CEAT LIMITED
CORPORATE OVERVIEW FINANCIAL STATEMENTS

that commercial vehicle tyre market will grow at a healthy is propelling OEM tyres demand in Asia-Pacific. Nevertheless,
rate due to an anticipated surge in the construction activities replacement segment continues to dominate demand for tyres
in Europe, especially Eastern Europe, in next few years in the region due to continuing expansion of automobile fleet
(Source: TechSci Research). in Asia-Pacific.

Asia-Pacific tyre market: Passenger car and two-wheeler tyre categories dominated tyre
demand in the region and they are expected to continue their
growth trend in the region through 2021 (Source: PR Newswire).

African tyre market:

Asia-Pacific is emerging as a hub for production of automobiles,


with the automotive sector accounting for the largest private sector
investment in R&D in the region.

Presence of major automotive OEMs such as Ford, Hyundai, The tyre market in Africa is projected to surpass USD 8 billion
Honda, Mahindra, Maruti Suzuki, TATA and BMW among others by 2022. South Africa, Algeria, Egypt, Nigeria and Libya are
the top five tyre markets in Africa with a cumulative market
share of over 70% in 2016. The tyre market in Africa grew
Passenger car and two- at a moderate pace over the past few years, owing to rising
passenger car and commercial vehicles sales, coupled with
wheeler tyre categories expanding replacement tyre market. Increasing GDP and
dominated tyre demand in the purchasing power across the major African economies were
Asia Pacific region and they the other predominant factors improving tyre sales in the region
are expected to continue their during 2012-2016. The African tyre market is majorly import
driven and consequently, an expanding distributor and dealer
growth trend in the region network is emerging as a critical factor for enhancing tyre sales.
through 2021.

ANNUAL REPORT 2016-17 33


STATUTORY REPORTS

MANAGEMENT DISCUSSION AND ANALYSIS

Increasing tyre radialisation, growing demand for Chinese tyres period through 2019, it is expected to post disappointing sales
and proliferation of the used car market is anticipated to drive and experience a contraction in demand for tyres.
demand for tyres in Africa further during 2016-2022.
The developing countries of Africa, the Middle-East and Central
Outlook For Global Tyre Industry and South Americas are likely to register average growth in tyre
Asia-Pacific, which accounts for more than 50% of global sale sales with growth rates of below six percent.
is likely to grow the fastest through 2019. In 2014, China alone
consumed one-fourth of the total tyres produced globally. Further, tyre demand in North America and Western Europe will
China is expected to remain one of the fastest growing markets record meagre increase of about 1% annually through 2019.
for tyres, in the years to come. Additionally, other countries in Low demand for tyres in advanced economies is disappointing
the region like India, Indonesia, and Thailand are also projected as they have matured replacement tyre markets with high rates
to witness an increased demand for tyres. Japan has the worlds of vehicle ownership (Source: Freedonia).
fourth largest market for tyres. However, over the forecast

Indian Tyre Industry

Key trends shaping


5 Indias tyre 1
 udding market for
B industry High growth potential across tyre
electric cars due to focus segments due to increasing income
on sustainability of the levels, urbanisation, economic growth and
environment
4 2 favourable monsoon
3
Definitive trend in OEMs seeking Increased radialisation in
low rolling resistance tyres for commercial segments
higher fuel efficiency
 Rising share of higher inch (15+)
tyres in four-wheeler categories

Based on Technology: Tyres are classified as cross-ply (bias) and


Overview
radial based on the technology deployed during its manufacturing.
Revenue for Indias tyre industry stood at ` 530 billion in
In India, the commercial tyre segment continues to be dominated
FY 2015-16. It caters to Original Equipment Manufacturers
by cross-ply tyres due to road conditions, loading patterns and
(OEM), Export and Replacement markets through four broad
the high initial cost of radials. Currently, radialisation is highest in
vehicle categories: Commercial Vehicle (CV), Passenger
passenger cars (98%) followed by light commercial vehicles (40
Vehicles (PV), Two-Wheeler and others including Tractors and
%) and heavy commercial vehicles (37%).
Off Highway Tyre (OHT). Indian tyre industry has sufficient
capacity to meet the needs of the countrys tyre requirements.
RADIALISATION (%)
Industry segmentation
Based on Vehicle Category: The Indian tyre industry can
be segmented into four broad categories based on the tyres Vehicle Category
produced for various types of vehicles. In terms of volume, two Passenger cars 98
and three-wheelers tyres account for more than half of production
Light Commercial Vehicles 40
but contribute only 13% of the industry revenues. In contrast, the
Truck and Bus tyre segment contributes approximately 13% to Heavy Commercial Vehicles 37
the total tyre production, but has the highest revenue share of
the industry at 54%. Passenger cars segment at 14%, in terms
Based on Market: Indias tyre industry sells to three distinct
of revenue, has the second highest share in tyre production
markets, namely, Replacement, Original Equipment
in India. This segment is showing an increasing trend both in
Manufacturers (OEM) and Exports. By value, replacement
numbers and revenue. Tractor and Light Commercial Vehicle
accounts for nearly 60% of market and OEM and exports makes
(LCV) segments total volume share stands at approximately 9 %,
up the rest. The major reason for high replacement share is due
while its revenue share stands at about 17%.

34 CEAT LIMITED
CORPORATE OVERVIEW FINANCIAL STATEMENTS

to the fact that the ratio of annual sale to number of registered


PERCENTAGE OF THE MARKET (%)
vehicles remains in the ratio of 1:10. There are about 20.3 Crore
registered vehicles vis--vis approximately 2.1 Crore annual
vehicle sales. Market Category
Replacement 60

Indias tyre industry revenues Original Equipment


Manufacturers (OEM) 22
grew at a steady CAGR of
Exports 18
8% from FY 2010-11 to
FY 2015-16.

TYRE INDUSTRY: VOLUME & REVENUE SEGMENTATION

Volume % Revenue %
54% 2/3 Wheelers Others 2%

2/3 Wheelers 13%


23% Passenger Car

Passenger Car 14%


13% Truck & Bus

Tractor & LCV 17%


9% Tractor & LCV

Truck & Bus 54%


1% Others

Source: Industry estimates

Industry growth
Indias tyre industry revenues grew at steady CAGR of 8%
from FY 2010-11 to FY 2015-16. However, revenue growth
as well as profit growth was adversely affected in FY 2016-
17 due to demand compression because of factors, such as
demonetisation and subdued realisation due to spike in raw
material prices. Chinese imports continue to pose a threat to
Indias tyre industry across categories. Chinese imports in India
have grown by more than 350% since FY 2012-13 against
the overall import growth rate of 129%. Value of Chinese
imports stood at ` 16.9 billion in FY 2016-17. Chinese imports
continued to rise at alarming rate for the first eight months of
the current fiscal year. Demonetisation, though, brought down
the unorganised segments import of Chinese tyres, thereby
limiting their share in last four months of the year. Nevertheless,
demand in two-wheeler, passenger and tractor segments were
adversely affected due to demonetisation. With the spike in
raw material prices and falling realisations, industry margins
witnessed contraction.

ANNUAL REPORT 2016-17 35


STATUTORY REPORTS

MANAGEMENT DISCUSSION AND ANALYSIS

TOTAL TYRE PRODUCTION UNIT IN (MILLION)


IN INDIA

200

165.6
150.7
143.5
150
125.4 123
114.9 125.2

100
83.6
77.8 89.6

8%
CAGR
50
2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

Production Units
Source: ICIS

TOTAL TYRE PRODUCTION IN INDIA (BY VALUE) (%) PRODUCTION IN TYRE CATEGORY UNIT IN (MILLION)
IN INDIA
18

180
22
160
140
120
100
60 80

Export OEM Replacement 60


40
20
0
T&B PV LCV Tractor 2W Overall

2015 2016
(Source: ATMA)

36 CEAT LIMITED
CORPORATE OVERVIEW FINANCIAL STATEMENTS

Export Import
Indias tyre export has increased at a steady rate of 6% in the Total tyres imported in India declined by 3% in FY 2016-17 on
last 10 years. However, year 2016 witnessed a muted growth YoY basis. Following demonetisation, the last four months of
of about 1%. In volume terms, two-wheeler tyres registered the the year 2016-17 witnessed significant declines in total tyre
fastest growth of 17%, followed by passenger vehicle tyres import.
(13%) and truck and bus tyres (12%).
IMPORT COMPARISON OF TYRES IN UNITS
Exports to top 10 countries represent nearly half of the tyre IN 2015-16 AND 2016-17
exports from India, with USA, Germany and UAE absorbing
about 25% of exports (in value terms). Exports grew at sharp
rate in most of the key destinations, barring Brazil and Pakistan. 3%
Overall reduction
India does not have any Foreign Trade Agreements (FTAs)/
Regional Trade Agreements (RTAs) with top economies like 500000
USA and EU countries that could provide concessions on 450000
tariffs for its exported tyres. Tyre industry is largely dependent
on natural rubber, synthetic rubber and crude derivatives that 400000
are largely imported and heavily taxed, which reduces exports 350000
competitiveness of the industry. Also, natural rubber falls under 300000
negative list of all FTAs/RTAs except Sri Lanka, which impacts
the competitiveness of Indias tyre industry. 250000
200000

INDIAS TOTAL TYRE EXPORTS (` BILLION) 150000


(IN VALUE)
100000

49.87 5000
50
0
TBR Tyre Motorcycles PCR
45.86

2015 2016
39.58
40 (Source: ATMA)
37.2

36.86
36.45
YEAR-ON-YEAR IMPORT GROWTH OF (%)
30 TYRES ACCORDING TO CATEGORY

23.35 24.68
20.61 6%
21.64 CAGR 15%
20
10%
5%
2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

Total Import Motorcycles PCR


0%
TBR Tyres
Exports -5%

(Source: ATMA) -10%


-15%
-20%

YoY Growth

(Source: ATMA)

ANNUAL REPORT 2016-17 37


STATUTORY REPORTS

MANAGEMENT DISCUSSION AND ANALYSIS

Automobile industry performance Two-Wheelers: The domestic two-wheeler industry has


The production of automobiles in India witnessed an uptrend been gradually picking up after facing a slowdown post
of 5.4% in FY 2016-17 demonetisation. The industry grew at 13% in first two quarters
of FY 2016-17 and witnessed de-growth of 3% in subsequent
AUTOMOBILE CATEGORIES AND THEIR quarters. Overall, the industry grew by 6.9% on YoY basis with
SHARE IN PRODUCTION (%)
impressive growth in scooters (11%).

Commercial Vehicles: The domestic Commercial Vehicle (CV)


industry ended the FY 2016-17 with a growth of 4.2% in volume
15 terms largely driven by recovery in the Light Commercial
3 Vehicle segment, which registered a growth of 7.4% in FY
2 2016-17 on YoY basis. In contrast, the M&HCV (Truck) segment
reported flat sales during the year on account of a) weak
replacement-led demand, b) subdued freight demand from
industrial segments, due to demonetisation and c) lower than
expected pre-buying (ahead of the implementation of BS-IV
emission norms), despite high discounts being offered by the
industry. During the year, the bus segment, which contributes
80 14% to industry sales, witnessed a growth of 5.7% in volume
sales driven by stable demand from almost all segments.
Passenger Vehicles Tractors
Commercial Vehicles Two Wheelers Tractors: As a result of good monsoon, tractor recorded
(Source: ATMA) the highest volume growth of 20% during FY 2016-17. The
second half of FY 2016-17 was particularly good for the
Passenger Vehicles (PV): During FY 2016-17, domestic PV industry recording a growth rate of above 30%. In March 2017,
sales crossed 3 million milestone for the first time and clocked leading tractor OEMs reported robust double-digit growths in
an overall growth of 9.2% on YoY basis. After moderate growth domestic volumes, thereby pointing to continuation of growth
in Q1 FY 2016-17, production in PV segment witnessed double momentum in the industry.
digit growth in remaining quarter of FY 2016-17. In March
2017, domestic Passenger Vehicle (PV) sales grew by 10% in
the backdrop of 20.9% growth in Utility Vehicle (UV) segment
followed by 8.2% growth in passenger car segment.

38 CEAT LIMITED
CORPORATE OVERVIEW FINANCIAL STATEMENTS

Raw material trend 


TRENDS IN NR SUPPLY GAP AND PRICE MOVEMENTS
The largest cost head in the tyre industry is the cost of
raw materials. It accounts for approximately 65-70% of
tyre manufacturing costs. The main raw materials used to 200.0 25%
manufacture tyres are: 20%
180.0
15%
Rubber (both natural and synthetic) 160.0 10%
Nylon tyre cord fabric 140.0 5%

` per Kg.
Carbon black 0
120.0 -5%
100 -10%
These three constitute a significant portion of the overall raw
-15%
material cost (approximately 60-65%). Hence, change in prices 80
-20%
of these materials impacts the overall industrys profitability.
60 -25%

MAR-17
NOV-16
OCT-16
AUG-16

DEC-16
MAY-16

JUN-16
APR-16

FEB-17
JUL-16

SEP-16

JAN-17
(a) 
Natural Rubber (NR): At present, domestic Natural
Rubber (NR) prices are trading at ` 150/kg after breaking
out from the three-year high level of ` 160/kg in February
2017. NR prices were on a rise due to global factors like India NR(RSS-4)prices %premium/discount
reduced supply from Thailand due to heavy rains and Bangkok NR RSS 3 Prices
floods, increase in consumption in China and the US and
higher crude oil prices. Between November 2016 and Synthetic Rubber (SR): Synthetic Rubber prices draw
(b) 
January 2017, NR prices had sharply jumped in both cues from price movement of oil and butadiene (a key raw
domestic and global markets by around 30% and 50%, material), apart from the fundamental demand and supply
respectively. However, NR prices have corrected since gap. In FY 2016-17, the SR prices witnessed an uptrend
the last week of February 2017 with rising production due to tight supply of feedstock-butadiene owing to
and falling crude oil prices. A major factor that contributed maintenance-led shutdown of large crackers in the Asian
to this was the government of Thailands decision to and European markets. Further, strong demand from the
liquidate its large NR stockpile to cash in on the elevated Chinese domestic auto market, which drove demand
NR prices (Source: ICRA research). for SR in 2016 is expected to ease, as tax break on car
purchases in China get reduced in 2017. With annual
NR PRICE MOVEMENT (ANNUAL) demand of about 5.5-5.8 lakh tonnes per year, against
significantly lower domestic supply, Indias dependence
208.0 177.0 166.0 132.9 113.0 136.0 on SR imports remains high (Source: ICRA research).
250.0 25%
20% 20%
(c) Other raw materials: Prices of Carbon Black (CB) and
200.0 15%
Caprolactum (feedstock for Nylon Tyre Chord Fabric
10%
9% (NTCF)) have followed crude prices, correcting in
150.0 5%
March 2017. Apart from short-term supply constraints
` per Kg.

0
due to plant shutdowns, prices of these derivatives are
100.0 -6% -5%
expected to move in line with crude, going forward.
-10%
50.0 -15% -15%
-15% Outlook for Indias tyre industry
-20%
-20% Going forward, the domestic tyre demand over the near to
0 -25%
medium term is expected to remain stable. It will be supported
FY 2012

FY 2013

FY 2014

FY 2015

FY 2016

FY 2017

by favourable tyre demand, both domestic and exports, and


likely to bring in improvement in realisation. The expected
revenue growth for the industry is projected between 12%
Average NR (RSS-4)Prices % Growth and 13% (CAGR) during 2017-2020. (Source: ICRA research).
Source: Rubber Board, ICRA research However, the industrys profit margins are expected to contract
with higher pressures of capacity utilisation.

ANNUAL REPORT 2016-17 39


STATUTORY REPORTS

MANAGEMENT DISCUSSION AND ANALYSIS

Tyre exports are projected to grow at 6%-8% over next three


years, led by stable demand and increased acceptance of
Indian tyres in overseas markets, both in terms of quality and
The expected revenue growth
pricing. However, with rising penetration of low-cost Chinese for the industry is projected
tyres in overseas markets, competition from China (both between 12% and 13% (CAGR)
in terms of volumes and pricing) will remain a challenge during 2017-2020.
(Source: ICRA research).

Opportunities and Challenges these sectors. In addition, Make in India programme will
Opportunities for tyre industry in India attract investment in the manufacturing sector and spur
Rising economic development in India, presents tyre industry higher industrial activities. All this will result in greater
with many opportunities to grow, as listed below: demand for industrial and construction tyres.

(a) Penetration level of passenger cars Growth of the agricultural sector and opportunity for farm
Passenger car penetration levels in India currently are mechanisation can drive growth in agricultural tyres.
at very nascent stages vis--vis other emerging and Aviation sector in India is still at a budding stage, although
developed countries (India has only 10 cars per 1000 GoI is improving its reach to second and third tier cities. This
population in comparison to the world average of 125). will initiate a robust demand for aircraft tyres, going forward.
India is expected to continue on its current high-growth
path, and over the next two decades, the average (c) Increased radialisation trend in commercial
household income is expected to rise by about 200%. The categories
emergence of a young and aspirational middle class will While passenger vehicles are almost fully radialised (about
drive passenger vehicle industry, which will subsequently 98%), India is currently witnessing rapid radialisation
fuel growth of the tyre industry. in commercial categories too. Currently, around 37%
vehicles in truck and bus (T&B) segment and 40% in light
(b) Faster economic growth commercial vehicles (LCV) have been radialised. Backed
India is among the fastest growing economies in the by growing awareness of cost benefits, continuously
world and it is witnessing steadfast economic activities in improving road infrastructure, stringent implementation
various sectors. Infrastructure development, construction of overloading norms and new radial capacities going
and housing sector are among the key areas of focus for onstream, radialisation levels in the commercial vehicle
the Government of India (GoI). The GoI has formulated space are likely to reach to 65-70% over the next few
various policies and provided several incentives to drive years, which is expected to yield significant benefits for
this industry moving ahead.

40 CEAT LIMITED
CORPORATE OVERVIEW FINANCIAL STATEMENTS

Challenges for tyre industry in India imports in India have grown by more than 350% since
Tyre industry in India, as discussed above, has several FY 2012-13 against the overall import growth rate of
opportunities to grow, however, it still has long way to go to 129%. Value of Chinese imports stood at ` 16.9 billion
compete in the global marketplace. in FY 2016-17 against a much smaller ` 4.69 billion in
FY 2012-13. In TBR category specifically imports of truck
(a) Greater import dependence of raw materials and and bus radials increased from 40 thousand units per
inverted duty structure month in FY 2013-14 to more than 1 lac units per month
 Tyre industry is raw material intensive. Raw materials in FY 2016-17.
account for nearly 65-70% of the total production cost.
Natural rubber is the primary raw material in the production Due to increase in the cheap imports of tyres from China,
process of tyres and results in 44% of total raw material capacity utilisation of plants in India remained subdued.
cost. However, Indian tyre industry has to depend upon This has adversely affected the competitiveness of the
imported natural rubber due to mismatch in production tyre companies in India.
and consumption of domestic natural rubber.*
Business Review
Inverted duty structure is a key challenge for Indias tyre CEAT, a flagship company of the RPG Group, is among the leading
industry. Inverted duty structure leads to natural rubber tyre manufacturers, offering best-in-class tyres across categories.
attracting significantly higher customs duty (25%) than CEAT is one of the fastest growing Indian tyre company with a
in its finished product (10%). India is the only country that CAGR of 11% in its net sales from FY 2008-09. CEATs market
has inverted duty structure for tyre industry. capitalisation has increased by more than 20 times in last 5 (five)
years and it has given highest returns to its shareholders in the
It reduces competitiveness of domestic industry and Indian tyre industry in last 5 (five) years.
encourages volumes of cheap imported tyres, despite
adequate domestic capacity already in place. CEAT aims to achieve leadership position in passenger vehicle
space in coming years, especially in two-wheelers tyre. In the
(b) Volatility in raw material prices last few years, CEAT has been able to grow much faster than
 Natural rubber and crude oil prices are volatile and the industry in this segment. In the last 5 (five) years, CEATs
controlled by external environment. China in the second revenue in two-three wheeler tyres category and passenger
half of the year increased the production of tyres, and utility vehicle category has grown at a CAGR 26% and 21%,
which had a significant impact on global raw material respectively.
prices. Natural Rubber prices increased to ` 136/kg in
FY 2016-17 compared to ` 113/kg in FY 2015-16. It CEAT sells in three segments: Replacement, OEM and Exports.
reached a peak of ` 160/kg in the month of February 2017. 64% of CEATs revenue come from Replacement, followed
Volatility in raw material prices impact the profitability of by OEM and Exports which bring in 24% and 12% revenues
the industry. respectively.

(c) Tyre imports from China The Company has manufacturing facilities at Bhandup,
Chinese imports continue to pose a threat to Indias tyre Nashik, Halol and Nagpur. CEAT meets close to two-thirds of
industry across categories. Manufacturers are worried its production through in-house plants and secures the rest
about the rampant dumping of Chinese tyres in India, from various outsourcing partners on conversion cost basis
which are available in substantially lower prices. Chinese and bought-out basis. It operates in Sri Lanka through a 50:50
JV, named CEAT Kelani Holdings Company (Private) Limited.
CEAT, through its subsidiary has initiated construction of an Off-
Highway Tyre plant at Ambernath, Maharashtra.
CEAT is one of the fastest
growing Indian tyre company The Company enjoys a market share of 12% in Indias tyre market
with a CAGR of 11% in its net and manufactures more than 95,000 tyres per day. CEAT has
sales from FY 2008-09. invested heavily in the development of a state of the art R&D
centre at Halol to enable a funnel of innovative new products.

*
 India consumed more than 10 lacs tons of natural rubber in FY 2016-17, while the production was less than seven lacs tons, thus India needing to import about
3.5 lacs tons from the global market.

ANNUAL REPORT 2016-17 41


STATUTORY REPORTS

MANAGEMENT DISCUSSION AND ANALYSIS

CEAT has also worked extensively in last few years to expand


its distribution network across the country. A comprehensive
network of more than 4,500 dealers and more than 30,000 sub
Differentiated
dealers has helped us extend our reach to all parts of the country. Products
Str
al ing
h
ac

The Company has been able to bring about a remarkable


on
ob nd
Re

turnaround in the profitability over the last few years mainly


gB
Gl xpa

by improving its product mix and bringing in efficiencies by


ran
E

controlling manufacturing and finance costs. With increasing


d

capacity, investment on R&D, focus on new product launches, The CEAT


aggressive brand building initiatives, focus on digitalisation, edge
growing channel strength, enduring OEM partnerships,
Wo R&

ibu ve
n

expanding global reach and stronger balance sheet, CEAT is


tio
str si
rld D

poised for a sustained growth trajectory.


Di xten
-C
las

CEAT has commissioned


s

Enduring OEM
a greenfield unit for Partnerships
manufacturing two-three
wheeler tyres at Butibori,
near Nagpur, Maharashtra
in March 2016.

42 CEAT LIMITED
CORPORATE OVERVIEW FINANCIAL STATEMENTS

Capacity Expansion successfully increased the product range of passenger car


CEAT has commissioned a greenfield unit for manufacturing tyres specifically designed for Europe market. Motorcycle
two-three wheeler tyres at Butibori, near Nagpur, Maharashtra sales in Africa market have significantly boosted on account of
in March 2016. It is expected to reach its full capacity of 40,000 customised products and marketing initiatives.
tyres per day by the end of FY 2017-18. The brownfield project
at Halol for manufacturing of Passenger Vehicle (PV) tyres is The new plant in Ambernath for off highway tyres will increase
also under ramp up currently. the Companys product offering for the US and Europe market
in FY 2017-18. Moreover, the state-of-the-art Nagpur plant will
Further, CEAT is setting up a green field Off Highway Tyres bolster capabilities in motorcycle tyre segment.
(OHT) radial plant in Ambernath, Maharashtra through its
wholly owned subsidiary CEAT Specialty Tyres Limited (CSTL). New Product Launches
CSTL will be investing ` 330 Crores for Phase 1 capacity of 40 CEAT launched a new range of Win Series tyres in T&B
MT/day, which will be further ramped up to 100 MT/day. radial category. The tyre offers improved load carrying
capacity along with higher mileage due to better belt
The Company shall be investing over ` 2,800 Crores for durability and improved stiffness around the bead area.
capacity expansion in passenger car radials, two-wheeler and Manufactured using CEATs proprietary rubber compound,
truck bus radial segment in next few years. these tyres offer customers the ability to carry heavier loads
across longer distances. The tyres will cater to different
Export Business transportation applications like general goods, perishable
CEAT is one of the major exporters among the Indias tyre cargo, containers, tanker, sand and stone, among others.
manufacturers. Geographically, the Company has stratified
export market into seven clusters. This has helped CEAT to CEATs all new fuel-efficient tyre range Fuelsmarrt has hit
better understand customer needs and design market specific the market. The product offers 7% better fuel saving, longer
products. CEAT has consolidated its position in Bangladesh tyre life and an optimised riding and driving experience
and Sri Lanka by forming joint ventures with strategic partners. when compared to normal tyres. These new CEAT tyres
are made of stiffer tread pattern and advanced polymer
FY 2016-17 has been a challenging year on export front due for optimised contact area, enabling better control & grip
to macroeconomic factors and steep increase in raw material of the vehicle even while turning. With this product, CEAT
prices. Despite these issues, the export volumes have grown by is ready to offer not just safer and smarter mobility but at
9% during the year under review. CEAT has strategically altered economical price. The new tyre range helps the customer
the product mix by selling more volumes in three-wheeler, to recover the entire cost of tyre during the life span of the
passenger car segment and motor-cycle. The Company has tyre. The Fuelsmarrt range of CEAT tyres is available for
different cars like Wagon R, Swift, Etios, Baleno, Alto etc.


CEAT rolled out Milaze range of tyres offering an
improved load carrying capacity with high mileage and
greater safety. After the success of these tyres in the
two-wheeler segment, the Company rolled out Milaze
tyres for taxi segment, in March 2017. Manufactured
using CEATs proprietary rubber compound, the range
offers customers ability to cover maximum distance with
minimum weathering. These tyres with improved safety
features such as robust cavity, rigid tread shoulder block
and uniform patch results in safer and secure drives.

92
New Products Developed in FY 2016-17

ANNUAL REPORT 2016-17 43


STATUTORY REPORTS

MANAGEMENT DISCUSSION AND ANALYSIS


CEAT launched Aayushmaan Plus range of tractor on the safety and grip of tyres offered by CEAT and showed
front and rear tyres. The tyres are built with unique how an excellent tyre enabled drivers to get truly unbelievable
puncture pads, to provide puncture protection. The experiences, and in turn, give wings to a childs imagination.
600-16 Aayushmaan plus is the first tractor front tyre
in the industry to have these unique puncture pads. In Drive Safe Dad campaign
addition, the Aayushmaan plus rear tyres are designed CEATs Bobblehead campaign focused on discouraging dads
with sturdy shoulder design and deep lugs, resulting in from over-speeding their vehicles which is one of the major
better load carrying capability and longer life, respectively. causes for road accidents. Keeping in mind CEATs purpose
Aayushmaan plus front tyres have higher non-skid depth of Making Mobility Safer and Smarter. Every day, this concept
(NSD), leading to longer tyre life. originated from the fact that parents tend to take road safety
more seriously, when they hear it directly from their kids.
CEAT has rolled out customised tyres for electric two-
wheelers. A new range of Zoom XL tyres, which were The idea was based on a simple premise, that drivers are often
made exclusively for electric motorcycles were launched. reluctant to fit speed sensors in their car. Thats why CEAT
The first variant of the tyre was rolled out for Pune-based chose kids to persuade their fathers. Dads, on the other hand,
start-up Tork Motorcycles first electric motorcycle T6X. loved this gesture as it subtly reminded them to drive within
speed limits and served as a conscience meter.
OEMs
CEAT was the first source for new vehicles like Hero The second part of this campaign originated from an innovative
Achiever, Bajaj V12, Honda Navi and Mahindra Bolero idea that blends emotions and technology in one package. In
Power+. this initiative, the dads received a personalised bobble head
which was attached to the odometer of the vehicle. On over
Branding Initiatives
Our Grip, Your Stories
CEAT launched the brand campaign of Our Grip, Your Story for
SUV tyres. The campaign aimed to establish the superior grip
and control of CEAT tyres in demanding off-road terrains, thus
making CEAT as a preferred choice for SUV tyres. Indias first premium electric
Our Grip, Your Stories targeted the young and bold breed
bike Tork T6X was launched
of premium SUV owners who seek the thrill of exploring on CEAT tyres.
demanding on- and off-road terrains. The campaign focused

44 CEAT LIMITED
CORPORATE OVERVIEW FINANCIAL STATEMENTS

speeding, the device played the recorded personalised message a part of the event, CEATs Aayushmaan range of tyres were
from their sons or daughters asking them to slow down. showcased to improve farmers profitability. The initiative
aimed at educating farmers on essential parameters like
Delhi to Paris process of selecting tyres as per application, basic tyre care
CEAT in association with Renault and Autocar took on a and maintenance advice for the long-life of the tyres. As part of
daunting journey from Delhi to Paris through difficult terrains an interactive session, farmers, shared tyre specific challenges
comprising of mountain passes, potholed roads, deserts and they face on daily basis, which was addressed by CEAT
snow. The Kwid and Duster vehicles ran on both our summer representatives.
(5,436 kms) and winter (13,064 kms) tyres without even a
single puncture during this epic journey. The journey was CEAT felicitates outstanding performances in cricket
documented in detail across two Autocar issues and was also CCR is a first-of-its-kind system to officially recognise and
telecasted on Times Network in January 2017. reward cricketers for their performances in all formats of the
game in international arena. It was institutionalised 20 years
Crossover vehicle drive ago. In the 2016 edition of CCR, Englands Joe Root was
CEAT in association with Overdrive organised a crossover announced as the CEAT overall International Cricketer and
vehicle drive from Guwahati to Orange festival, Dambuk Batsman of the year while Rohit Sharma was conferred with the
(Arunachal Pradesh) in December 2016. CEAT Indian Player of the year. CEAT awarded Kane Williamson
as Test Cricketer of the year and Martin Guptill was announced
The Orange festival at scenic Dambuk is a music and as ODI Cricketer of the year.
adventure sports festival supported by the Arunachal Pradesh
Government. Overdrive team took eight of the most popular CEAT amplifies awareness on road safety
CSUVs on this epic journey and compared their performance CEAT launched an initiative aimed to intensify Road Safety
on difficult terrains. All the participating vehicles were running message across major cities in the country. CEAT supported
on CEAT tyres and the journey was completed without any biking enthusiast Candida Louis on an intriguing road trip to
problems. promote road safety awareness. 13 cities across eight states
were covered in a thrilling journey that began at Chandigarh
The TV coverage of the event was telecasted on CNBC TV18 and ended in Siliguri. During the journey, Ms. Louis engaged
and covered in Overdrive magazine. with the local biking communities - in challenging terrains of
Punjab, Rajasthan, Gujarat, Delhi, Uttar Pradesh, West Bengal
CEAT focuses on rural tyre usage with Ayushman Tractor and Assam - to educate them on the nuances of safe driving.
Meet Further, it helped raise funds for people with disabilities suffered
CEAT organised 15 Aayushmaan Tractor Meets (ATM), an due to road accidents.
awareness camp for farmer community in Uttar Pradesh. As

ANNUAL REPORT 2016-17 45


STATUTORY REPORTS

MANAGEMENT DISCUSSION AND ANALYSIS

CEAT partners Mahindra Adventure


CEAT announced its collaboration with Mahindra Adventure Innovative product launches
for hosting seven of the most challenging expeditions of the remained at the forefront
country. CEAT and Mahindra Adventure organised rides across
the most difficult terrains in the Indian topography. Since the
of CEATs strategy to grow
expedition was through difficult terrains, the safety of drivers across business segment.
and vehicles was of utmost importance. Built to take on the most
difficult of roads, CEAT tyres helped the participants navigate
the most challenging landscapes smoothly. This association
offered a safe and smart driving experience for participants
across all kinds of terrains.

Riding on CEAT tyres, team bags five trophies at Raid de


Himalaya Riding
Team Northern Pro Riderz riding on CEAT tyres bagged 5 (five)
trophies in the 2016 edition of the worlds highest rally Raid de
Himalaya. The rally is termed as one of the toughest, owing to
harsh elements of weather the participants face.

CEAT installs breath analysers in Mumbai pubs


CEAT in association with Mumbai Police installed Breath
Analysers across multiple pubs in Mumbai. The Breath Analyser
is a device that helps people identify their state of inebriation,
and decide if they are legally allowed to drink and drive. To
propagate awareness of this initiative CEAT launched a digital
campaign on multiple digital platforms a video on YouTube
#NoMoreFunny went viral. Through this initiative, the Company
aimed to engage and sensitise people on the benefits of safe
driving.

Safer and smarter mobility


CEAT launched its In the Game called Roads, CEAT helps
TVC Campaign taking its concept of Be Idiot Safe further.
This ad campaign takes CEAT branding to the next level by
communicating the Companys fresh and unique take on road has invested heavily in R&D in last few years. CEATs R&D is
safety. The campaign commercials capture how CEAT tyres focussed on development of break through products for the
help in smarter and safer mobility, keeping in mind Indian traffic customers. It actively partners with institutes of global repute in
conditions and pedestrian behaviour; eventually, helping prevent order to augment its competency and capability. R&D centre
accidents. The campaign has generated rave reviews on social houses an objective testing facility along with the facility for
media and further solidified CEATs association with safety. simulation technology for predictive testing. This serves as a
testament to CEATs superior product and service offerings.
Technology and Research and Development (R&D) CEATs R&D centre continued focus on passenger segment
Innovative product launches remained at the forefront of reinforces the need for enhancing current capabilities in fuel
CEATs strategy to grow across business segments. CEAT efficiency, grip, durability and noise.

CEATs R&D endeavours to


Deliver safety by inducing advanced technology, which
blends grip and control without compromising tyre life

#NoMoreFunny Judiciously use resources and optimise tyres by being


environmentally responsible and creating sustainability
Video on YouTube went viral
through eco-friendly products

46 CEAT LIMITED
CORPORATE OVERVIEW FINANCIAL STATEMENTS

Focus areas

Simulation

ng &
na cle
Te mic

Me
Dy ehi
sti

ta
V

r
ial
s
R&D
De
Pr lopm

n
vo

sig
oc
es ent

De
s

Product
Devolopment

New products developed Manufacturing Achievements


Last few years have seen a healthy roll-out of new innovative
products across categories. Today, more than 20% of our CEAT has always focused upon making its manufacturing
revenue comes from new products. facilities highly efficient and flexible supported by an
empowered and engaged work force. To achieve this, CEAT
uses Total Quality Management (TQM) approach of planning
and executing operational excellence. CEAT is committed to
NEW PRODUCT DEVELOPMENT IN UNITS improving parameters on Quality, Cost, Delivery, Safety and
OVER THE YEARS Morale (QCDSM) in its manufacturing units.

In the last few years, CEAT has focused extensively on


plant safety. It has received Sword of Honour, the highest
150 manufacturing excellence award by the British Safety Council
102 for its Halol plant.
100 95 92
66 70
CEAT has launched new initiative on Proactive Quality concept
50 across all manufacturing plants. The aim is to achieve Zero
Defect in all processes.
0
Statistical process control (SPC) method is also being used to
2012-13

2013-14

2014-15

2015-16

2016-17

make CEATs internal processes stable and capable. As a result,


more than 100 processes have already been modified across
the manufacturing locations. Moreover, process inspection
and audit methods have been made more stringent, giving
Source: Rubber Board, ICRA research significant improvement in both internal as well as external
quality parameters.

ANNUAL REPORT 2016-17 47


STATUTORY REPORTS

MANAGEMENT DISCUSSION AND ANALYSIS

Further, CEATs Nagpur plant is being planned on the lines of The Company is entering into long-term contracts for supply.
a Smart plant. This is the first two wheeler tyre manufacturing Moreover, the Company is focusing on multiple sources of supply.
plant that has conceptualised digitalisation in India. This would
not only result in efficiency improvements and better yields Competition
but also enable online access of all performance matrices. Rising competition from domestic players and Chinese
Mistake proofing, Auto Safety Interlocks, Centralised Recipe imports impacting profitability
Management and Warehouse Management are also a part of
this project. The project would also provide a much-needed The Company is insistent about its channel expansion,
fillip to the employees on the shopfloor and reduce manual enhanced after-sales services, and superior quality of products
interventions drastically. This will be the stepping stone towards and warranty offered on them. CEATs superior domain
the journey of artificial intelligence, where machines improve knowledge along with technology prowess, branding and
the quality of products to be delivered based on algorithms. reach are helping it challenge both domestic and foreign
players. Moreover, it has long-standing relations with original
Risk Management equipment manufacturers (OEMs) who trust the Company,
CEAT is aware that a thorough risk management system is which helps it cut through the competition. The Company is
necessary in the face of evolving risks propelled by market focusing on sale of profitable segment, developing capacities
volatilities and other external factors. Thus, it has in place a for new product development and entering new markets under
robust Enterprise Risk Management (ERM) architecture. The premium segment to increase market share.
primary objective of the ERM framework is to help in identifying
risk and mitigating them at various levels. Radialisation in Trucks and Bus Segments
Increase in the truck and bus tyre segment radialisation may
Process of risk management impact volume
The risk management process at CEAT begins with
identification of risks and assessment of their impact. The The Company is converting its truck and bus bias capacities into
assessment is based on past trends and events. Later, ways non-truck segments that have higher demand. The focus is also
to mitigate these risks are identified and implemented when on penetrating the overseas markets to fully utilise its bias capacity.
necessary. Risks, once identified, are periodically monitored
along with emerging risks. Commodity Price Volatility
Fluctuating Raw Material Prices can affect profit margins
considerably

The Company has been strengthening supplier relations to


build mutually beneficial long-term associations. Besides, the
Company continues to explore a wider supplier base to reduce
dependency on the current one.

Reduction of shares in export sales


Challenges to meet target of export sale may impact
capacity utilisation of plants

The Company endeavours to increase the market share in


existing and new markets by improving export sales across
geographies with better product portfolio.

Environment, Occupational Health And Safety


CEAT works towards creating a safe working environment
for all its assets. It is committed to reducing accidents at work
Risks and their mitigation and occupational illnesses; and thereby, follows a proactive
Disruption in supply of key raw material and systematic approach to identify hazards and risks. The
Disruption in supply of key raw material and high conversion Company takes appropriate measures by training employees
cost may impact the cost of production leading to lower and contractors in following safety measures.
margins.

48 CEAT LIMITED
CORPORATE OVERVIEW FINANCIAL STATEMENTS

Moreover, CEAT functions on the principle of pollution Implemented projects to reduce fresh water consumption
prevention instead of control and complies with all in manufacturing plants. The Halol, Nashik and Nagpur
environmental laws. Plants are Zero Liquid Discharge Plants.

Safety 
Incorporated projects to reduce hazardous waste
The Company aims at having zero accidents. This has led generation in manufacturing plants.
to providing safety training to recruits and periodic training
sessions for all employees including contract employees. The 
Started energy conservation projects through solar
Company has adopted British Safety Councils (BSC) Five energy, installation of steam turbine on waste recovered
Star Occupational Health and Safety Management System as steam, use of cleaner fuel such a piped natural gas,
benchmark to its own systems. CEAT has an agile approach for resulted in to significant reduction in greenhouse gases
risk elimination at its worksites with the latest safety measures. (GHG) emissions.

Implemented British Safety Councils Health and Safety Human Assets


Management System in all manufacturing plants - achieved CEAT recognises the value of its team in driving continuous growth.
British Safety Councils Sword of Honour for Halol Plant. It has a transparent employee policy and attempts to build an eco-
system that promotes development of its people. A well-drawn
Achieved OHSAS 18001 (Occupational Health and Safety out recruitment policy, clearly defined roles and responsibilities,
Management System) Certification for Nagpur Plant. individual performance management systems and performance-
based compensation policies define CEATs human resource
Occupational Health management policy.
CEAT aspires to have zero occupational illness cases and thus,
engages in cross-functional efforts to reduce occupational The Company has established and institutionalised academies in
health hazards. The Company maintains Occupational Health sales, manufacturing and technical functions towards achieving
Centres round-the-clock operated by professionals. Further, operational excellence. Besides, CEAT is also continually
CEAT provides ambulances and first-aid facilities at all its plants improvising on the Performance Management System to facilitate
and all its employees including the contractor employees get a culture of outperformance to achieve the vision of the Company.
periodic medical check-ups. In FY 2016-17, the Company has The Company believes in being future ready by grooming leaders
put in place the following occupational health measures: through constant feedback, development and coaching. Further,
the Company prioritises employee engagement as one of the

Carried out Occupational Health Risk Assessment key ways of retention, increasing productivity and creating happy
and implemented Health Risk Mitigation Plan in all employees. CEAT enables bonding among not only employees
Manufacturing Plants. but even their families through various family connect initiatives
across locations. The Company is also a strong proponent of

Conducted Periodical Medical Examination for all diversity in its workforce; thus, there are female employees not
employees including contractor employees. only in the corporate and zonal offices but also in the shopfloor of
manufacturing plants. The Company through all of these employee
Identified MURI (fatigue) projects and implemented for championing practices is striving to become a Great Place to Work.
fatigue reduction in all plants.
The total number of employees on the rolls of the Company was
Arranged health wellbeing programmes across all plants 5,580 as on March 31, 2017.
to create health awareness among the employees.
Internal Control Systems and Their Adequacy
Environment The Company has a well-placed, proper and adequate Internal
CEAT follows environment protection principle of reduce, reuse Control environment, commensurate with the size, scale and
and recycle. The Company has adopted several measures to complexity of its operations. This environment inter alia:
maintain ecological balance around its production facilities.
provides assurance on orderly and efficient conduct of
In FY 2016-17, CEAT was involved in the following operations;
environmental protection initiatives: security of assets;
prevention and detection of frauds/errors;
Achieved ISO 14001 (Environment Management System) accuracy and completeness of accounting records; and
Certification for Nagpur Plant. timely preparation of reliable financial information.

ANNUAL REPORT 2016-17 49


STATUTORY REPORTS

MANAGEMENT DISCUSSION AND ANALYSIS

The Internal Financial Controls in the Company are implemented in the framework of the 3-Tier Control and Monitoring system,
as follows:

Governing Body /
Senior Management
Board / ACM

External Audit
First line Second Third line

Regulator
Management line Controlling Independent
Control Function(Risk Assurance
(Primary Control Management (Internal Audit)
Owner) Compliance)

First line a. Board of Directors


Management Control: The line managers are directly responsible
for ensuring Design and Effective implementation of the Internal b. Audit Committee of the Board of Directors Their oversight
Controls framework in the Company. This is achieved by the Line activities include:
Manager by carrying out their day-today operations within the
boundaries defined by the Company through its various Policies I. 
Review of Financial reports and other financial
and Procedures including the following: information to regulators

a. Employee Code of Conduct II. 


Review companies established Systems and
Procedures for Internal Financial Controls,
b. Whistle Blower policy Governance and Risk Management

c. Entity Level, Operating Level and IT General Controls III. Reviews the companies Statutory and Internal audit
activities
d. Delegation of Authority Matrix
c. Risk Management committee
e. Policies and Standard Operating Procedures
The above 3-lines of defence are further strengthened by
Second line independent audits being carried out by Statutory audit, Tax
The second line of defence by the Senior Management of the audit, Cost audit and Secretarial audit.
Company is achieved through the following:
Discussion on financial performance
a. 
Monthly Operation reviews by respective Functional/ The analysis of the Standalone Financial Statements are
Business Managers MOR appended to this report.

b. 
Monthly Operating Committee meeting Chaired by Cautionary statements
Executive Director Operation OpCom Statements in the Management Discussion and Analysis describing
the Companys objectives, projections, estimates and expectations
c. Monthly Management Committee meeting Chaired by may be forward-looking statements within the meaning of
Managing Director MCM applicable securities laws and regulations. Actual results could
differ materially from those expressed or implied. Important factors
Third line that could influence the Companys operations include economic
Governing Board and Audit Committee: This Independent developments within the country, demand and supply conditions
Assurance and oversight of Internal Controls is achieved in the industry, input prices, changes in Government regulations,
through the following governing bodies: tax laws, and other factors such as litigation and industrial relations.

50 CEAT LIMITED
CORPORATE OVERVIEW FINANCIAL STATEMENTS

DISCUSSION ON FINANCIAL PERFORMANCE

The standalone financial statements, the analysis whereof is India. The management of CEAT Limited accepts the integrity
presented hereunder and in the following pages pursuant and objectivity of these financial statements as well as the
to the requirements of Regulation 33 of the SEBI (Listing various estimates and judgments used therein. The estimates
Obligations and Disclosures Requirements) Regulations 2015, and judgments relating to the financial statements have been
have been prepared in accordance with the requirements made on a prudent and reasonable basis, in order that the
of the Companies Act, 2013 and applicable Accounting financial statements are reflected in a true and fair manner and
Standards issued by the Institute of Chartered Accountants of also reasonably presents the Companys state of affairs and
profit for the year.

Balance Sheet
Share Capital (Note 17)
(` in Lacs)
Particulars As at As at
Change Change %
March 31, 2017 March 31, 2016
Issued 4,045.08 4,045.08 - -
Subscribed and paid up 4,045.01 4,045.01 - -

There is no movement in the share capital during the current year. Issued Share Capital includes 688 shares, which were offered
on right basis, kept in abeyance due to title disputes and pending in courts.

Other Equity (Note 18)


(` in Lacs)
Particulars As at As at
Change Change %
March 31, 2017 March 31, 2016
Securities premium reserve 56,702.93 56,702.93 - -
Capital reserve 1,176.88 1,176.88 - -
Capital redemption reserve 390.00 390.00 - -
Cash flow hedge reserve (242.70) 3.89 (246.59) (6339.07)
Debenture redemption reserve 3,334.00 1,667.00 1,667.00 100
General reserve 20,177.32 20,177.32 - -
Retained earnings 1,45,031.61 1,10,742.52 34,289.09 30.96
Total 2,26,570.04 1,90,860.54 35,709.50 18.71

Securities premium reserve amounting to ` 218.87 Lacs during FY 1982-83, forfeiture of


The opening balance of securities premium reserve pertains shares and convertible warrants amounting to ` 607.74 Lacs
to premium (net of issue expenses) on conversion of partly during FY 2007-08 and FY 2011-12, receipt of shares from Rado
convertible debentures during FY 1987-88 and FY 1990-91 to Tyres Limited pursuant to BIFR order amounting to ` 300.00
FY 1994-95, issue of shares during FY 2005-06 on rights basis, Lacs during FY 2013-14 and miscellaneous balance sheet
and conversion of share warrants during FY 2013-14. Further adjustments amounting to ` (14.74) Lacs during FY 2005-06
during FY 2014-15, 44,94,382 equity shares of ` 10 each at a
premium of ` 880/- per equity share aggregating to ` 39,999.99 Capital redemption reserve
Lacs were issues under Qualified Institutional Placements represents amount transferred from profit and loss account on
(QIP). Out of the total proceeds, the Company spent ` 655.93 redemption of preference shares during FY 1998-99.
Lacs (net of tax) towards issue expenses.
Cash flow hedge reserve
Capital reserve It represents mark to market valuation of effective hedges
Capital Reserve comprises of Government Subsidies as required by Ind AS 109. The significant movement under
amounting to ` 65.00 Lacs received during FY 1982-83, this head pertains to increase in foreign currency exposure,
FY 1996-97 and FY 1997-98, surplus arising out of the changes in interest rates and currency fluctuations i.e. volatility
amalgamation of Deccan Fibre Glass Limited with the Company

ANNUAL REPORT 2016-17 51


STATUTORY REPORTS

DISCUSSION ON FINANCIAL PERFORMANCE

of Rupee vs. other foreign currencies. read with Companies (Share Capital and Debenture) Rules,
2014 equivalent to 25% of the value of the debentures issued.
Debenture redemption reserve As per the rules, the Company needs to create Debenture
Debenture redemption reserve (DRR) is required to be created Redemption Reserve for ` 5,000 Lacs, before the maturity of
in accordance with Section 71 of the Companies Act, 2013 the first tranche of debentures commencing from FY 2019-20.

Deferred tax liabilities (net) (Note 23)


(` in Lacs)
Particulars As at As at
Change Change %
March 31, 2017 March 31, 2016
Deferred tax liabilities (net) 20,300.63 14,808.84 5,491.79 37.08

During the year the Company has capitalised two projects, Halol phase II and Nagpur leading to an increase in deferred tax liability.

Other financial liabilities (Note 21)


(` in Lacs)
Particulars As at As at
Change Change %
March 31, 2017 March 31, 2016
Non-Current
At amotised cost
Deposits 145.70 145.20 0.50 0.34
At fair value through other comprehensive income
Derivative financial instrument 1,520.47 392.56 1,127.91 287.32
Total 1,666.17 537.76 1,128.41 209.84

The deposits represent interest free deposits received from the occupants of the Companys premises in Mumbai towards
maintenance of premises.

Derivative instrument represents mark to market loss on the cross currency hedges of long term buyers credit. It has increased
because of increase in currency exposure i.e. increase in buyers credit, reduction in interest rates and significant currency
fluctuations.

Non-current provisions (Note 22)


(` in Lacs)
Particulars As at As at
Change Change %
March 31, 2017 March 31, 2016
Provision for warranty 776.58 150.91 625.67 414.60
Provision for compensated absences 2,586.87 2,255.89 330.98 14.67
Provision for decommissioning liability 54.69 49.06 5.63 11.48
Total 3,418.14 2,455.86 962.28 39.18

Provision for warranty - The estimated liability for warranty provision should be at the present value of the expenditures
is recorded when products are sold. These estimates are expected to be required to settle the obligation. Refer note 22
established using historical information on the nature, for detailed movement.
frequency and average cost of obligations and management
estimates regarding possible future incidence based on Provision for compensated absences - The Company encashes
corrective actions on product failure. The timing of outflows leaves of employees as per the Companys leave encashment
will vary as and when the obligation will arise - being typically policy. A provision has been recognised for leave encashment
up to three years. As per Ind AS 37 which requires that where liability based on the actuarial valuation of leave balance of
the effect of time value of money is material, the amount of employees as at year end. Refer note 22 for detailed movement.

52 CEAT LIMITED
CORPORATE OVERVIEW FINANCIAL STATEMENTS

Provision for decommissioning liability - The Company records Company estimates that the costs would be realised in year
a provision for decommissioning costs of land taken on lease at 2066 at the expiration of the lease and calculates the provision
Nashik manufacturing facility for the production of tyres. The using the Discounted Cash Flow method.

Current provisions (Note 22)


(` in Lacs)
Particulars As at As at
Change Change %
March 31, 2017 March 31, 2016
Provision for warranty 2,608.65 2,881.63 (272.98) (9.47)
Provision for gratuity (Refer note 41) 1,016.68 215.27 801.41 372.28
Provision for compensated absences 278.16 327.36 (49.20) (15.03)
Provision for indirect Tax and tax matters 346.61 380.00 (33.39) (8.79)
Provision for tax and labour matters 1,209.49 895.04 314.45 35.13
Total 5,459.59 4,699.30 760.29 16.18

Provision for gratuity - CEATs gratuity scheme is funded with an Company contests all claims in the court / tribunals / appellate
insurance company in the form of qualifying insurance policy. authority levels. Based on their assessment and that of their
The increase is on account of reduction in discount rate of 0.95% legal counsel, Company records a provision when the risk
and increase in the number of associates at Halol and Nagpur. or loss is considered probable. The outflow is expected on
cessations of the respective events. The increase has been on
Provision for Indirect tax and labour matters - The Company account of provision provided for C form liability for assessment
is party to various lawsuits, that are at administrative or judicial years 2007-08, 2010-11, 2012-13 and 2013-14.
level or in their initial stages, involving tax and civil matters. The

Other financial liabilities (Note 27)


(` in Lacs)
Particulars As at As at
Change Change %
March 31, 2017 March 31, 2016
Current
At amortised cost
Premium on forward contracts - 135.23 (135.23) (100.00)
Current maturities of long-term borrowings (Refer note 20) 1,354.92 4,172.90 (2,817.98) (67.53)
Interest accrued but not due on borrowings 275.72 231.31 44.41 19.20
Unpaid dividends 149.99 215.79 (65.80) (3049)
Unpaid matured deposits and interest accrued thereon 127.90 311.99 (184.09) (59.01)
Payable to capital vendors 4,791.90 4,476.01 315.89 7.06
Deposits from dealers & others 30,756.54 29,666.08 1,090.46 3.68
At fair value through other comprehensive income
Derivative financial instrument 315.11 - 315.11 100.00
Total 37,772.08 39,209.31 (1,437.23) (3.67)

Premium on forward contracts is premium accrued but not Current maturities of long term borrowings are instalments payable to
due on the unexpired forward contracts for hedging all buyers the lenders of long term loans. The scheduled repayment of old loans
credit liabilities, all suppliers credit liabilities and partially foreign coupled with prepayment of some of the high cost bearing loans also
currency exposure on account of purchase orders for import of reduced the corresponding current maturities of long term debt.
raw material and capital goods. During the year there is a gain
which has been shown under Other financial assets. Interest accrued but not due on borrowings consists of interest on
public deposits, term loans, income tax, bill discounting ,buyers credit
and micro, small and medium enterprises (MSMEs).

ANNUAL REPORT 2016-17 53


STATUTORY REPORTS

DISCUSSION ON FINANCIAL PERFORMANCE

Payable to capital vendors represents the amount payable for procurement of capital goods. The increase in the amounts is on account of
capital expenditure for Halol Phase II and Nagpur project.

Deposits from dealers and others are interest bearing security deposits received from tyre dealers and C&F agents. These Deposits are also used
to determine the credit limit of dealers. Interest on these deposits is payable quarterly.

Derivative financial instrument represents unrealised loss on revaluation of the hedge contracts. Last year there was a gain on
hedge contracts, therefore it was clubbed under Other financial assets.

Other Current Liabilities (Note 28)


(` in Lacs)
Particulars As at As at
Change Change %
March 31, 2017 March 31, 2016
Statutory dues 6,813.33 6,088.99 724.34 11.90
Advance received from customers 820.09 1,039.83 (219.74) (21.13)
Total 7,633.42 7,128.82 504.60 7.08

Statutory dues represent taxes accrued but not due and primarily includes dues payable for value added tax, excise duty, custom
duty, tax deductible at source, provident fund, professional tax, local body tax, etc. During the year company has increased
purchases of rubber to hedge against increase in future prices. This has lead to an increase in cess payable to the government
under statutory dues.

Deferred Revenue (Note 24)


(` in Lacs)
Particulars As at As at
Change Change %
March 31, 2017 March 31, 2016
Current 82.13 82.13 - -
Non Current 1,049.96 1,132.09 (82.13) (7.25)
Total 1,132.09 1,214.22 (82.13) (7.25)

Under Ind AS, when the Company receives grants of non-monetary assets, the asset and the grant are recorded at fair value amounts
and released to profit or loss over the expected useful life in a pattern of consumption of the benefit of the underlying asset

The grant is grossed up in the value of asset and amortised over useful life of an asset. The grant is also shown as deferred revenue and
released to profit and loss over useful life of an asset.

Borrowings (Note 25)


(` in Lacs)
Particulars As at As at
Change Change %
March 31, 2017 March 31, 2016
Current
Secured:
Cash credit facilities from banks (repayable on demand) 2,021.12 2,190.95 (169.83) (7.75)
Export packing credit from banks 1,297.10 - 1,297.10 100.00
Unsecured:
Commercial Paper 2,480.77 - 2,480.77 100.00
Total 5,798.99 2,190.95 3,608.04 164.68

54 CEAT LIMITED
CORPORATE OVERVIEW FINANCIAL STATEMENTS

The Company has fulfilled its short term working capital needs by way of cheaper source of funding like commercial paper and
export packing credit from banks. Since company operationalised major part of Halol phase II, the working capital need has
increased.

Trade Payables (Note 26)


(` in Lacs)
Particulars As at As at
Change Change %
March 31, 2017 March 31, 2016
Dues to micro and small enterprises
Overdue - -
Not due 425.90 714.71 (288.81) (40.41)
Other trade payables 73,830.39 61,502.90 12,327.49 20.04
Trade payables to related parties 701.59 843.79 (142.20) (16.85)
Total 74,957.88 63,061.40 11,896.48 18.86

Other trades payable primarily include amount payable for material supplies, acceptances, conversion charges, C&FA service
charges etc. During the year company increased the purchases of raw material to hedge against increase in future prices. This has
lead to an increase in other trade payables.

Property, plant & equipment (Net Block) (Note 3 and 4)


(` in Lacs)
Particulars As at As at
Change Change %
March 31, 2017 March 31, 2016
Tangible assets 2,34,061.53 1,91,703.92 42,357.61 22.10
Intangible assets 6,824.67 5,765.65 1,059.02 18.34
Capital work-in-progress 4,877.23 21,345.07 (16,467.84) (77.15)
Total 2,45,763.43 2,18,814.64 26,948.79 12.31

Tangible Assets done In-house development of various Intangible Property Rights


These mostly include plant and machinery, land and buildings. (IPRs) for design and development of tyres targeted for European
The increase in tangible assets is mainly because of plant and market which has lead to an increase in intangible assets.
machinery being capitalised for Halol phase II and Nagpur projects.
Capital work-in-progress
Intangible Assets Capital work in progress has decreased due to commissioning
Intangible assets consist of software, brand acquisitions, technical of Halol Phase II and Nagpur projects.
knowhow and product devolpment. During the year company has

Trade receivables (Note 11)


(` in Lacs)
Particulars As at As at
Change Change %
March 31, 2017 March 31, 2016
Secured, considered good* 22,769.31 22,804.30 (34.99) -
Unsecured, considered good 36,436.13 34,990.00 1,446.13 3.97
Doubtful 3,290.63 1,797.16 1,493.47 83.10
Total 62,496.07 59,591.46 2,904.61 4.87
Allowance for doubtful debts (3,290.63) (1,797.16) (1,493.47) (83.10)
Total trade receivables 59,205.44 57,794.30 1,411.14 2.44
*These debs are secured to the extent of security deposit obtained from the dealers.

ANNUAL REPORT 2016-17 55


STATUTORY REPORTS

DISCUSSION ON FINANCIAL PERFORMANCE

The receivables position for the current year remains same as settled. However, we are awaiting regulatory approval for
previous year at 40 days sales outstanding. formally writing off the debtors from books of accounts.

The major increase in doubtful debtors pertains to one of our While 95.22% of the total receivables were not due as on
client in Brazil who was not able to honour the invoice. The March 31, 2017, 94.22% were not due as at March 31, 2016.
Company has lodged the insurance claim which has been

The aging profile of the overdue receivables (net of provisions) is given below:

Days As at As at
March 31, 2017 March 31, 2016
1-30 days 67.04% 26.78%
31-90 days 14.91% 3.85%
Above 90 days 18.05% 69.37%

Other financial assets (Note 7)


(` in Lacs)
Particulars As at As at
Change Change %
March 31, 2017 March 31, 2016
Non current
Unsecured, considered good
At amortised cost
Receivables from subsidiaries (Refer note 43) - 232.54 (232.54) (100.00)
Margin Money Deposits* 289.17 359.36 (70.19) (19.53)
Unsecured, considered doubtful
Receivables from subsidiaries (Refer note 43) 227.95 - 227.95 100.00
Less : Provision for receivables (227.95) - (227.95) (100.00)
Total 289.17 591.90 (302.73) (51.15)
*The margin money deposits are for bank guarantees given to statutory authorities for period ranging between 3-5 years.

Receivable from subsidiaries includes money receivable from CEAT AKKHAN Limited on account of technical and project
development fees. A provision of ` 227.95 lacs is created considering the current project status and inability of the subsidiary to
repatriate funds due to regulatory requirement of Bangladesh.

Other non-current assets (Note 8)


(` in Lacs)
Particulars As at As at
Change Change %
March 31, 2017 March 31, 2016
Unsecured, considered good
Capital advances 1,611.50 2,309.25 (697.75) (30.22)
Security deposits with statutory authorities 712.58 381.17 331.41 86.95
Minimum Alternate Tax (MAT) credit 6,842.28 - 6,842.28 100.00
Unsecured, considered doubtful
Balances with government authorities and agencies 293.61 218.13 75.48 34.60
Balances with government authorities and agencies (293.61) (218.13) (75.48) (34.60)
Total 9,166.36 2,690.42 6,475.94 240.70

56 CEAT LIMITED
CORPORATE OVERVIEW FINANCIAL STATEMENTS

Security deposits with statutory authorities primarily comprises The Companys consistent investment in research and
of deposits given to various statutory / government authorities. development and projects has reduced the taxable liability
The increase is on account of additional deposits made during on account of this and accordingly company is eligible to
the year with the sales tax department towards pending pay tax as per MAT. MAT credit has been created in the books
petitions of CST liability for assessment years 2007-08, 2010- considering the ability of the Company to pay normal taxes in
11 and 2011-12. the future.

Inventories (Note 9)
(At cost or net realisable value, whichever is lower)
(` in Lacs)
Particulars As at As at
Change Change %
March 31, 2017 March 31, 2016
Raw materials 42,720.24 20,498.10 22,222.14 108.41
Work-in-progress 3,148.70 2,483.83 664.87 26.77
Finished goods 40,779.05 32,844.07 7,934.98 24.16
Traded goods stock 2,404.63 2,889.42 (484.79) (16.78)
Stores and spares 3,291.08 3,209.93 81.15 2.52
Total 92,343.70 61,925.35 30,418.35 49.12

Raw material inventory when compared as a measure of As a measure of the goods sold, the finished goods inventory
the cost of material consumption for goods sold, it is stated (including traded goods stock) is stated at 25 days against 21
at 37 days against 23 days for previous year. The increase in days for previous year. The increase in inventory is because
inventory is because of increased purchases of raw material to after demonetisation company expected the demand to
hedge against the future increase in prices of raw materials. normalise in Q4. Company also continued the production of
2/3 wheeler as majority of supply is from the outsourcing plants
As a percentage of finished goods inventory, work in progress which has high lead time.
has increased to 7.72% for current year as compared to 7.56%
for previous year.

Cash and cash equivalents (Note 12)


(` in Lacs)
Particulars As at As at
Change Change %
March 31, 2017 March 31, 2016
Balances with Banks
On current accounts 405.34 33.96 371.38 1093.58
On remittance in transit 1,013.36 1,103.67 (90.31) (8.18)
Cash on hand 6.28 3.99 2.29 57.39
Total 1,424.98 1,141.62 283.36 24.82

Bank balances other than cash and cash equivalents (Note 13)
(` in Lacs)
Particulars As at As at
Change Change %
March 31, 2017 March 31, 2016
Deposits with maturity of more than 3 months
0.20 750.20 (750.00) (99.97)
but less than 12 months
Balances held for unclaimed public fixed deposit and
128.20 308.04 (179.84) (58.38)
interest thereon
Balances unclaimed dividend accounts 193.81 215.79 (21.98) (10.18)
Total 322.21 1,274.03 (951.82) (74.71)

ANNUAL REPORT 2016-17 57


STATUTORY REPORTS

DISCUSSION ON FINANCIAL PERFORMANCE

The deposits with maturity of more than 3 months but less than The other balances are amounts matured (principal and
12 months represents the statutory margins kept by CEAT for Interest) but not claimed by the fixed deposit holders. The
the public deposits issued. Since company prepaid the public balance in bank accounts reduces as and when the same is
deposits, the fixed deposit kept as a statutory compliance are claimed. This money is kept in escrow account by CEAT on
also released. fixed deposit holders behalf.

Loans (Note 14)


(` in Lacs)
Particulars As at As at
Change Change %
March 31, 2017 March 31, 2016
Current (at amortised cost)
Unsecured, Considered good
Advance Receivable in Cash 2.04 3.84 (1.80) (46.88)
Loans to related parties 5,000.00 3,400.00 1,600.00 47.06
Unsecured, considered doubtful:
Loans advances and deposits 162.76 132.00 30.76 23.30
Less: Provision for doubtful advances and deposits (162.76) (132.00) (30.76) (23.30)
Total 5,002.04 3,403.84 1,598.20 46.95
Loans to related parties include loan being given to our 100% subsidiary, CEAT Speciality Tyres Limited for meeting the working capital
requirement.

Other financial assets (Note 15)


(` in Lacs)
Particulars As at As at
Change Change %
March 31, 2017 March 31, 2016
Current
Unsecured, considered good
At amortised cost
Advance receivable in cash 526.92 462.09 64.83 14.02
Other receivables 66.26 43.46 22.80 52.46
Interest receivable 0.89 18.15 (17.26) (95.10)
Recoverable against fire loss - 470.00 (470.00) (100.00)
Receivable from subsidiaries/ joint ventures 438.02 372.33 65.69 17.64
Unamortised premium on forward contract 122.78 - 122.78 100.00
At fair value through other comprehensive income
Derivative financial instrument - 143.94 (143.94) (100.00)
Total 1,154.87 1,509.97 (355.10) (23.52)

Interest receivable primarily includes interest earned on margin money deposited.

In previous year, amount recoverable against fire loss pertains to estimated insurance claim towards accidental fire to the machinery
imported for Halol phase II. Subsequently claim has been received.

58 CEAT LIMITED
CORPORATE OVERVIEW FINANCIAL STATEMENTS

Other current assets (Note 16)


(` in Lacs)
Particulars As at As at
Change Change %
March 31, 2017 March 31, 2016
Unsecured, considered good
Advance receivable in kind or value to be reviewed 8,526.75 3,344.57 5,182.18 154.94
Balance with government authorities 7,504.49 9,521.70 (2,017.21) (21.19)
Advance to employees 14.35 20.54 (6.18) (30.08)
Prepaid expense 431.71 769.67 (337.94) (43.90)
Unsecured considered, doubtful
Advance receivable in kind or for value to be received 44.22 - 44.22 100.00
Less: Provision for advance receivable in kind or for value to be
(44.22) - (44.22) (100.00)
received
Total 16,477.30 13,656.48 2,820.82 20.66

Advance receivable in kind or for value to be received majorly Cenvat Credit balance of previous year on capital equipments
includes advances to material vendors, export benefit receivable, purchased for Halol phase II and Nagpur project.
prepaid expenses, rent deposits, etc. Significant increase is on
account of export benefit receivable which has increased due to Prepaid expenses, prepaid finance charges and prepaid
lower import of duty free raw materials and high parity in duty free insurance represent unamortised expenses towards various
materials as compared to domestic prices. licence fees, finance charges, insurance charges and other
expenses in normal course of business. During the current year
Balance with government authorities mostly includes prepaid insurance has decreased as company has furnished
octroi refunds, cenvat receivable, service tax receivable, bank guarantee in place of cash deposits.
advance customs duty, etc. The reduction in the balance
with government authorities is on account of utilisation of

Profit and Loss


Revenue from operations (Note 29)
(` in Lacs)
Particulars
2016-17 2015-16 Change Change %

Sale of products 6,33,303.68 6,08,242.84 25,060.84 4.12


Other operating revenues:
Royalty Income 431.25 553.12 (121.87) (22.03)
Sale of Scrap 1,753.43 1,675.52 77.91 4.65
Government grants 1,302.29 1,166.49 135.80 11.64
Other revenues 861.15 235.29 625.86 265.99
Total 6,37,651.80 6,11,873.26 25,778.54 4.21

There has been an increase in sales volume by 8.5%. However realisation per kg was lower leading to net growth of 4.12%.

The royalty income relates to operations of the Companys subsidiary in Sri Lanka. The income is lower for the year due to
depreciation of Sri Lankan currency against Indian Rupee.

The increase in other revenues is on account of reversal of certain provisions no longer required.

ANNUAL REPORT 2016-17 59


STATUTORY REPORTS

DISCUSSION ON FINANCIAL PERFORMANCE

The market segment wise sales value of standalone financials is tabulated below:
(` in Lacs)
Particulars
2016-17 2015-16 Change Change %

Replacement 4,06,482.68 3,87,318.47 19,164.21 4.95


OEM 1,51,708.36 1,47,450.23 4,258.13 2.89
Export 75,112.64 73,474.14 1,638.50 2.23
Total 6,33,303.68 6,08,242.84 25,060.84 4.12

The Replacement segment has been hit hard by demonetisation coupled with lower realisation which resulted in increase in
revenue by only 4.95%.

The OEM segment has also shown a growth of 2.89%.

Further the Export segment has displayed a marginal growth of 2.23% because of appreciation of rupee, decrease in sales
realisation per kg and import quota being introduced in Indonesia which reduced the quantum of exports.

Other Income (Note 30)


(` in Lacs)
Particulars
2016-17 2015-16 Change Change %

Net gain on disposal of property, plant and equipments - 359.92 (359.92) (100.00)
Interest income on
Bank deposits 48.90 117.12 (68.22) (58.26)
Other interest income 797.56 721.52 76.05 10.54
Dividend income on
Subsidiaries 1,639.23 1,167.86 471.37 40.36
Current investments 0.01 1,067.34 (1,067.33) (100.00)
Other non-operating income 1,291.36 1,015.40 275.96 27.18
Net gain on disposal of investments 282.82 159.01 123.80 77.86
Foreign exchange fluctuation (net) 85.85 - 85.85 100.00
Gain on mark to market forwards - 0.34 (0.34) (100.00)
Total 4,145.73 4,608.51 (462.79) (10.04)

Dividend Income on Subsidiaries - includes dividend income received from Associate CEAT Holding Private Limited
(Sri Lanka).

Dividend Income on current investments - Company has decided to invest in growth plan thereby decreasing the dividend income
on current investments. Any loss or profit on sale of these mutual funds is shown under Net gain on disposal of investments.

Other non operating income has increased on account of building maintenance recovery and income tax refund.

60 CEAT LIMITED
CORPORATE OVERVIEW FINANCIAL STATEMENTS

Cost of material consumed/ finished goods consumed analysis (Note 31, Note 32)
(` in Lacs)
Particulars
2016-17 2015-16 Change Change %

Cost of material consumed 3,30,888.21 2,95,378.28 35,509.93 12.02


Purchase of stock-in-trade 14,255.00 13,816.46 438.53 3.17
Changes in inventories of finished goods, stock-in-trade and
(7,615.11) (232.27) (7,382.84) 3178.56
work-in-progress
Total 3,37,528.08 3,08,962.47 28,565.62 9.24
The raw material prices have increased during the year. As a result, the cost of material consumed as a percentage of sales of
products has increased to 52.25% for the year as compared to 48.56% for the previous year.

Employee benefits expense (Note 33)


(` in Lacs)
Particulars
2016-17 2015-16 Change Change %

Salaries, wages and bonus 31,538.39 31,051.67 486.72 1.57


Contribution to provident and other funds 1,761.11 1,672.76 88.35 5.28
Gratuity expenses (Refer note 41) 514.10 495.91 18.19 3.67
Welfare expenses 4,571.40 3,685.06 886.34 24.05
Total 38,385.00 36,905.40 1,479.60 4.01

The nominal increase in salaries, wages and bonus is on account of annual increment of the employees of the Company.

Welfare expenses have increased because of health insurance premium; leave travel concession, canteen cost & bus service
cost at new facilities of Nagpur & Halol. Health insurance premium have increased on account of increase in rate of premium and
increase in number of employees at Nagpur and Halol.

Finance cost (Note 34)


(` in Lacs)
Particulars
FY 2016-17 FY 2015-16 Change Change %

Interest on debts and borrowings 7,509.74 8,322.67 (812.93) (9.77)


Other finance charges 82.78 739.21 (656.44) (88.80)
Total interest expense 7,592.52 9,061.88 (1,469.36) (16.20)
Unwinding of decommissioning liability 5.63 5.06 0.257 11.26
Unwinding of discount on provision of warranty 348.74 264.70 84.04 31.75
Total finance cost 7,946.89 9,331.64 (1,384.75) (14.84)

Interest comprises interest on term loans, project buyers credit and various forms of working capital loans, primarily dealer
deposits, public deposit, buyers credit, bill discounting, commercial papers, pre-shipment credit in foreign currency etc. Other
finance charges mostly comprise foreign bank charges and other hedging cost on buyers credit.

ANNUAL REPORT 2016-17 61


STATUTORY REPORTS

DISCUSSION ON FINANCIAL PERFORMANCE

The long term rating of the Company improved from AA-to AA. During the year, the average borrowings reduced on account
of better profitability, effective use of working capital and prepayment of some of the high interest bearing loans. The Company
prepaid the high cost loans using internal accruals to refinance these loans bearing higher interest rates. The funding for projects
was also met through internal accruals and low cost borrowings. The Company increased the frequency and amount of pre-
shipment credit in foreign currency during the year as compared to previous year, being the cheaper source of short term funding.
The Company took conscious steps to shift from high cost borrowings to low cost borrowings. The lower interest rates, negotiation
of finance charges and improved credit rating of the Company reduced the borrowing cost for the Company on the overall level.

Also there has been a huge reduction in premium paid for raw material buyers credit as company has reduced the exposure of raw
material buyers credit, thereby reducing other finance charges substantially.

Depreciation and amortisation expense (Note 35)


(` in Lacs)
Particulars
2016-17 2015-16 Change Change %

Depreciation of tangible assets (Refer note 3) 13,232.34 10,031.62 3,200.72 31.90


Amortisation of intangible assets (Refer note 4) 968.50 652.53 315.97 48.42
Total 14,200.84 10,684.15 3,516.69 32.91

Depreciation expenses of tangible assets have increased on account of commissioning of Nagpur and Halol II projects.

Amortisation of intangible assets has increased on account of creation of Intangible Property Rights (IPRs) for design and
development of tyres targeted for European market.

Other Expenses (Note 36)


Other expenses primarily include the following expenses, constituting 87.65% (March 31, 2016 87.95%) thereof:
(` in Lacs)
Particulars
2016-17 2015-16 Change Change %

Conversion Charges 38,508.50 37,330.13 1,178.37 3.16


Stores and Spares Consumed 4,725.68 4,389.89 335.79 7.65
Power and Fuel 17,790.15 15,588.48 2,201.67 14.12
Freight and Delivery Charges 26,564.68 25,027.67 1,537.01 6.14
Repairs Machinery 4,647.41 5,131.97 (484.56) (9.44)
Travelling and Conveyance 3,046.07 2,760.28 285.79 10.35
Advertisement and Sales Promotion Expenses 11,787.68 10,825.71 961.97 8.89
Professional and Consultancy Charges 2,499.82 2,500.74 (0.92) (0.04)
Training and Conference Expenses 1,116.22 963.76 152.46 15.82
Corporate Social Responsibility (CSR) expenses 1,011.01 773.35 237.66 30.73
Bank Charges 726.37 614.40 111.97 18.22

62 CEAT LIMITED
CORPORATE OVERVIEW FINANCIAL STATEMENTS

Total other expenses as a percentage of sales have gone up The Company has been consciously focusing on enhancing
to 20.25% in current year from 19.78% from previous year. the brand equity through effective marketing. This has been
Conversion charges represent the charges paid to various witnessed by the innovative ad campaigns, continued
outsourcing vendors working on job work basis i.e. converting association with IPL (CEAT Strategic Timeout), association
the raw material to tyres. The increase in conversion cost during with emerging cricketers like Ajinkya Rahane and continuing
the year was on account of increase in outsourced volume. with players like Rohit Sharma and Suresh Raina for promoting
CEAT logo on to their bats, etc which resulted in increased
Increase in power and fuel is an outcome of increase in tariff and advertisement and marketing expenditure.
higher consumption of power and fuel oil. The consumption
has substantially increased due to commissioning of Nagpur Training and conference expenses have increased on account
and Halol projects. of international training for senior employees. Also, as the
Company is aiming for Deming award due to which trainings in
Due to increase in diesel prices, there has been increase in QBM practice is being provided to employees.
freight cost which has been partly neutralised through better
utilisation of truck capacity. For details on CSR expenses refer note 36 of financials and for
CSR activities please refer separate section in the annual report.

Exceptional Items (Note 37)


(` in Lacs)
Particulars
2016-17 2015-16 Change Change %

Voluntary Retirement Scheme (VRS) 1,332.55 1,139.99 192.56 16.89


Total 1,332.55 1,139.99 192.56 16.89

The Company has introduced voluntary retirement scheme (VRS) for its employees. The compensation in respect of employees
who opted for VRS is reflected in the above-mentioned amounts. During the year, 93 employees (Previous year: 96 employees)
opted for the VRS.

ANNUAL REPORT 2016-17 63


STATUTORY REPORTS

NOTICE

NOTICE is hereby given that the Fifty-Eighth Annual General Act, 2013 and the Rules framed thereunder, including
Meeting of the members of CEAT Limited will be held on any statutory modification or re-enactment thereof for the
Tuesday, August 8, 2017 at 3.00 p.m. at Ravindra Natya time being in force (hereinafter referred to as the Act),
Mandir, P. L. Deshpande Maharashtra Kala Academy, Sayani the Board of Directors, be and are hereby authorized to
Road, Prabhadevi, Mumbai - 400 025 to transact the following appoint Branch Auditor(s) for any Branch of the Company
business: (either existing or coming into existence hereafter whether
within or outside India), in consultation with the Companys
ORDINARY BUSINESS Auditors, any person(s) qualified to act as Branch Auditor
1. To receive, consider and adopt: in terms of the provisions of Section 143(8) of the Act, to
a. the Audited Financial Statements of the Company audit the accounts of any of the Companys Branches, on
for the financial year ended March 31, 2017, together such terms and conditions and on such remuneration as
with the Reports of the Board of Directors and the may be mutually decided by the Board of Directors and
Auditors thereon; and the Branch Auditors.
b. the Audited Consolidated Financial Statements of
the Company for the financial year ended March 6. 
To consider and if thought fit, to pass the following
31, 2017, together with the Report of the Auditors resolution as a Special Resolution:
thereon.

RESOLVED THAT pursuant to the provisions of
2. To declare dividend on Equity shares for the financial year Sections 196, 197 and other applicable provisions if
ended March 31, 2017. any, of the Companies Act, 2013 read with Schedule V
and the Companies (Appointment and Remuneration
3. To appoint a Director in place of Mr. H. V. Goenka (DIN: of Managerial Personnel) Rules, 2014 including any
00026726), who retires by rotation and being eligible, has statutory modification or re-enactment thereof for
offered himself for re-appointment. the time being in force (hereinafter referred to the
Act) and Articles of Association of the Company and
4. 
To consider and if thought fit, to pass the following subject to all the approvals, permissions and sanctions
resolution as an Ordinary Resolution: as may be necessary and subject to such conditions
and modifications as may be prescribed or imposed

RESOLVED THAT pursuant to the provisions of by any of the authorities in granting such approvals,
Section 139 and other applicable provisions, if any, of permissions and sanctions, and subject to the approval
the Companies Act, 2013, read with Rule 3 (7) of the of the Central Government, wherever required, the
Companies (Audit and Auditors) Rules, 2014, including Company hereby approves the appointment of
any statutory modification or re-enactment thereof for the Mr. Anant Vardhan Goenka (DIN: 02089850) as the
time being in force; Messrs S R B C & CO LLP, Chartered Managing Director of the Company for a period of 5
Accountants (Firm Registration No. 324982E/E300003), (five) years commencing on April 1, 2017 and ending on
be and are hereby appointed as Statutory Auditors of the March 31, 2022, upon the terms and conditions set out in
Company, for the second term of 5 (five) consecutive years the Agreement dated April 3, 2017 and submitted to this
pursuant to the provisions of Section 139 (2) (b) of the meeting, (which Agreement is also hereby ratified and
Companies Act, 2013, to hold office from the conclusion approved); and payment of remuneration as per details
of this Annual General Meeting until the conclusion of mentioned below, for the 5 (five) years from FY 2017-18
the Sixty-Third Annual General Meeting of the Company till FY 2021-22:
to be held in the year 2022, subject to ratification at every
Annual General Meeting, on such remuneration as may be Sr. No. Particulars Amount (`)
mutually decided between the Board of Directors of the 1 Salary (`/p.m.) 6,17,700
Company and the Statutory Auditors. Which is eligible for revision every year as
determined by the Board of Directors
SPECIAL BUSINESS (the Board)
5. 
To consider and if thought fit, to pass the following 2 Other Allowances (`/p.m.) 15,48,378
resolution as an Ordinary Resolution: Which are eligible for revision every year
as determined by the Board

RESOLVED THAT pursuant to the provisions of Section


143 (8) and other applicable provisions of the Companies

64 CEAT LIMITED
CORPORATE OVERVIEW FINANCIAL STATEMENTS

Sr. No. Particulars Amount (`) by the Board in case the Company does not have profits
3 Performance Bonus/ Variable Pay as per or has inadequate profits; and other terms of appointment
the Company policy and as determined
as deemed expedient or necessary during the tenure
by the Board.
mentioned hereinabove or as may be prescribed by the
4 Perquisites:
authorities giving their sanction or approval, if any.
 ompany Leased Accommodation: Not
C
exceeding 60% of Salary every year
 edical: Not exceeding 1 (one) months
M
RESOLVED FURTHER THAT for the purpose of giving
Salary for self and family every year effect to this resolution, the Board be and is hereby
 ar and Telephone at residence for
 C authorized to do all such acts, deeds, matters and things
business use. as it may in its absolute discretion deem necessary, proper
 ther perquisites: As may be granted
O or desirable and to settle any questions or doubts that
monetary value of which shall not may arise in this regard.
exceed ` 10,00,000/- per annum.
5 Retirals: 7. 
To consider and if thought fit, to pass the following
Provident Fund- @12% of basic salary resolution as an Ordinary Resolution:
 uperannuation- @ 15% of basic salary
S
 ratuity Fund -(As per the Companys
G RESOLVED THAT pursuant to Section 148 of the
Policy) Companies Act, 2013 and the Rules made thereunder,
including any statutory modification or re-enactment
RESOLVED FURTHER THAT the Board of Directors (the thereof for the time being in force, the remuneration of `
Board which expression shall also include a Committee 3,00,000 (Rupees Three Lacs only) and reimbursement of
thereof for the time being exercising the powers conferred out-of-pocket expenses at actual plus applicable taxes, as
on the Board by this resolution) upon the recommendation approved by the Board of Directors of the Company, to be
of the Nomination and Remuneration Committee be and paid to Messrs D. C. Dave & Co., Cost Accountants, (Firm
is hereby authorised to pay the above remuneration Registration No. 000611) for conducting the audit of the
including any alterations as may be approved by the cost records of the Company for the financial year ending
Board from time to time to Mr. Anant Vardhan Goenka, March 31, 2018, be and is hereby ratified and confirmed.
Managing Director of the Company during the period of
his appointment for 5 (five) years, provided that the same 8. 
To consider and if thought fit, to pass the following
is within the maximum limits prescribed in Section 197 of resolution as a Special Resolution:
the Act or such other limit as may be prescribed and the
Company has adequate profits during each of the said 5 RESOLVED THAT pursuant to Sections 42, 71 and any
(five) financial years during the tenure of the appointment other applicable provisions of the Companies Act, 2013
mentioned above. and the Rules made thereunder including any statutory
modification or re-enactment thereof, for the time being in
RESOLVED FURTHER THAT pursuant to Section II of force (hereinafter referred to as the Act) and applicable
Part II of Schedule V and other applicable provisions of provisions of any other Laws, Rules, Regulations,
the Act, if any, and subject to such approvals as may be Guidelines, Circulars, if any, prescribed by the Government
necessary, the Board be and is hereby authorized to pay of India, Reserve Bank of India, Securities and Exchange
Mr. Anant Vardhan Goenka, Managing Director of the Board of India including SEBI (Issue and Listing of Debt
Company, the remuneration specified supra, as minimum Securities) Regulations, 2008, SEBI (Listing Obligations
remuneration in case the Company has no profits or its and Disclosure Requirements) Regulations, 2015, as
profits are inadequate during any of the 5(five) financial amended from time to time and subject to the provisions
years mentioned hereinabove and for the said purpose of the Memorandum and Articles of Association of the
the Board be and is hereby authorized to approach the Company and such sanctions, approvals or permissions
relevant authorities and obtain the necessary approvals as may be required from regulatory authorities from
as and when necessary. time to time, approval of the members be and is hereby
accorded to the Board of Directors of the Company (the
RESOLVED FURTHER THAT the Board be and is hereby Board which expression shall also include a Committee
authorised to increase, vary, amend the remuneration thereof, for the time being exercising the powers
within the overall ceiling as provided under Section 197 of conferred on it by the Board by this resolution) for making
the Act or such other limits as may be prescribed from time offer(s) or invitation(s) to subscribe secured/unsecured,
to time or such other remuneration as may be approved non-convertible debentures/bonds or such other debt

ANNUAL REPORT 2016-17 65


STATUTORY REPORTS

NOTICE

securities (debt securities) through private placement 6. Corporate members intending to send their authorized
basis in one or more series/tranches, for an amount not representative to attend the meeting are requested to
exceeding ` 5,00,00,00, 000 (Rupees Five Hundred Crores send certified true copy of the Board resolution to the
only) within the overall borrowing limits of the Company Company authorizing their representative to attend and
as may be approved by the members from time to time vote on their behalf at the Meeting.
and at such price or on such terms and conditions as
the Board may from time to time determine and consider 7. 
Securities and Exchange Board of India (SEBI) has,
proper and beneficial to the Company including listing through a circular, directed all the companies to pay
of such debt securities with Stock Exchange(s), size and dividend through electronic mode. Accordingly, all the
time of issue, issue price, tenure, interest rate, premium/ members holding shares in dematerialized form are
discount, consideration, utilization of the issue proceeds, requested to kindly update their bank account details with
and all matters connected with or incidental thereto. their respective Depository Participant (DP). Members
holding shares in physical form are requested to kindly
RESOLVED FURTHER THAT for the purpose of giving inform their bank account details to the Company and/
effect to the said resolution, the Board be and is hereby or Registrar and Share Transfer Agents viz. TSR Darashaw
authorized to take all such actions and to do all such Limited.
acts, deeds, matters and things as it may in its absolute
discretion deem necessary, proper or desirable and to 8. Members are requested to kindly refer to the Corporate
settle any question or doubt that may arise in this regard. Governance Report in the Annual Report for the
information in respect of appointment/re-appointment
NOTES: of Directors, as required under Regulation 36(3) of SEBI
1. 
The Statement setting out material facts pursuant to (Listing Obligations and Disclosure Requirements)
Section 102 of the Companies Act, 2013, which sets out Regulations, 2015.
details relating to the Special Business at the meeting, is
annexed hereto. 9. Pursuant to the provisions of Section 152 of the Companies
Act, 2013 (the Act) and rules made thereunder and
2.  MEMBER ENTITLED TO ATTEND AND VOTE IS
A Article of Association of the Company, Mr. H. V. Goenka
ENTITLED TO APPOINT A PROXY TO ATTEND AND retires by rotation and being eligible offers himself for
VOTE INSTEAD OF HIMSELF AND THE PROXY NEED re-appointment. A brief resume of Mr. H. V. Goenka along
NOT BE A MEMBER. with nature of his expertise is given in the Corporate
Governance Report. Mr. H. V. Goenka is the father of
THE INSTRUMENT APPOINTING THE PROXY
3.  Mr. Anant Vardhan Goenka, Managing Director of the
SHOULD, HOWEVER, BE DEPOSITED AT THE Company.
REGISTERED OFFICE OF THE COMPANY NOT
LESS THAN FORTY-EIGHT HOURS BEFORE THE 10. The Register of Members and the Share Transfer Books of
COMMENCEMENT OF THE MEETING. the Company will be closed from Tuesday, August 1, 2017
to Tuesday, August 8, 2017 (both days inclusive).
4. A person can act as proxy on behalf of the members not
exceeding 50 (fifty) and holding in aggregate not more 11. Important notice for Members:
than 10% of the total share capital of the Company. In For convenience of the members and for proper conduct
case, a proxy is appointed by a member holding more of the Meeting, the members are required to deposit the
than 10% of the total share capital carrying voting rights, Attendance Slip duly signed at the counter at entry place
such proxy shall not act as proxy for any other person of the meeting. Members can avail of the nomination
or member. During the business hours of the Company, facility, under Section 72 of the Companies Act, 2013 by
proxies are open for inspection for the period beginning filing Form No. SH-13 with the Company. Blank forms will
before 24 (twenty four) hours from the commencement be supplied on request.
of the Meeting and ending with the conclusion of the
Meeting provided that an advance notice of not less than 12. Consolidation of Folios:
3 (three) days is given to the Company. The members holding shares in the same name or in the
same order of names, under different folios, are requested
5. 
Proxy in prescribed Form No. MGT-11 is enclosed to notify the relevant details of the said holdings to TSR
herewith. Proxy shall not have a right to speak at the Darashaw Limited at 6-10, Haji Moosa Patrawala Industrial
Meeting and shall not be entitled to vote except on a poll. Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai - 400

66 CEAT LIMITED
CORPORATE OVERVIEW FINANCIAL STATEMENTS

011 for consolidation of their shareholding into a single TSR Darashaw Limited along with requisite documentary
folio. proof to claim their shares.

13. Change in address: 17. 


Pursuant to the provisions of Section 124 (5) of the
Members are requested to notify immediately any change Companies Act, 2013, dividend for the financial year
in their address: ended March 31, 2010, which shall remain unclaimed or
unpaid for the period of 7 (seven) years will be transferred
a) If the shares are held in physical form to: to the Investor Education and Protection Fund (IEPF)
(i) The Company at its Registered Office at: established under Section 125 of the Companies Act,
CEAT Limited 2013. Member(s) who have not encashed their dividend
463, Dr. Annie Besant Road, warrants so far for the financial year ended March 31,
Worli, Mumbai - 400 030 2010 or any subsequent financial years are requested
OR to make their claims to the office of the Registrar and
(ii) The Registrar and Share Transfer Agents of the Share Transfer Agents, TSR Darashaw Limited, 6-10,
Company at the following address: Haji Moosa Patrawala Industrial Estate, 20, Dr. E. Moses
TSR Darashaw Limited Road, Mahalaxmi, Mumbai - 400 011. The dividend for the
6-10, Haji Moosa Patrawala Industrial Estate, financial year ended March 31, 2010 will be transferred to
20, Dr. E. Moses Road, Mahalaxmi, the aforesaid account on or after September 1, 2017.
Mumbai - 400 011.
18. Electronic copy of the Annual Report for the FY 2016-
b) If the shares are held in demat form to: The respective 17 is being sent to all the members whose email IDs are
Depository Participants registered with the Company/Depository Participants(s)
for communication purposes unless any member has
14. Green Initiative: requested for a hard copy of the same. For members,
Members holding shares in physical form are requested to who have not registered their email address, physical
convert their holdings into dematerialized mode to avoid copy of the Annual Report for FY 2016-17 is being sent by
loss of shares and fraudulent transactions, and for quick permitted mode.
credit of dividend.
19. Members may also note that the Notice of the Fifty-Eighth
Members holding shares in dematerialized form are Annual General Meeting and the Annual Report for FY
requested to register their email addresses with their 2016-17 will also be available on the Companys website
Depository Participant (DP) and members holding shares i.e. www.ceat.com under the tab Investors for download
in physical form are requested to register their email by the members. Further, relevant documents referred to
addresses with the Company at investors@ceat.in or in this Notice are open for inspection at the Registered
with the Registrar and Share Transfer Agents viz. TSR Office of the Company on all working days (except
Darashaw Limited by sending duly signed request. Saturdays) between 11.00 a.m. and 1.00 p.m. up to the
date of the ensuing Annual General Meeting.
15. As per Regulation 40(7) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 submission 20. The Register of Directors and Key Managerial Personnel
of a copy of PAN card of the transferor and transferee is and their shareholding maintained under Section 170 of
mandatory for transfer of shares held in physical form. the Companies Act, 2013 and the Register of Contracts
or Arrangements in which the Directors are interested
16. The Company, after compliance with the due procedure maintained under Section 189 of the Companies Act,
laid down under erstwhile Clause 5A of the Listing 2013 will be available for inspection at the Annual General
Agreement entered into with the Stock Exchanges, Meeting.
now Regulation 39 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 has 21. E-voting:
transferred the shares covered under the share certificates, Pursuant to Section 108 of the Companies Act, 2013
which remain unclaimed by members, to a Suspense (the Act), read with the relevant Rules under the Act
Demat Account opened with Keynote Capitals Limited, and Regulation 44 of the SEBI (Listing Obligations
Depository Participant. Members who wish to claim their and Disclosure Requirements) Regulations, 2015, the
equity shares are therefore, requested to write to the Company is pleased to provide the facility to members
Company or to the Registrar and Share Transfer Agents viz. to exercise their right to vote by electronic means. The

ANNUAL REPORT 2016-17 67


STATUTORY REPORTS

NOTICE

e-voting period will commence at 9.00 a.m. on Saturday, votes cast in favour or against, if any, to the Chairman and/
August 5, 2017 and will end at 5.00 p.m. on Monday, or Managing Director or a Director or a person authorized
August 7, 2017. The Company has appointed Mr. P. N. by him in writing who shall countersign the same.
Parikh, or failing him Mr. Mitesh Dhabliwala of Messrs
Parikh & Associates, Practicing Company Secretaries, to The Results declared along with the Scrutinizers Report
act as the Scrutinizer, to scrutinize the voting at the Annual shall be placed on the Companys website www.ceat.com
General Meeting (AGM) and remote e-voting process in and on the website of CDSL e-voting and communicated
a fair and transparent manner. The members desiring to to the Stock Exchanges where the shares of the Company
vote through electronic mode may refer to the detailed are listed. The results shall also be displayed on the Notice
procedure on e-voting given hereinafter. Board at the registered office of the Company.

Members have an option to vote either through remote The instructions for members for voting electronically are
e-voting or through physical Ballot Form or voting by as under:
electronic means at the AGM. If a member has opted
for remote e-voting, then he/she should not vote at the (i) The voting period begins at 9.00 a.m. on Saturday,
AGM. However, in case members cast their vote both via August 5, 2017 and will end at 5.00 p.m. on Monday,
electronic or physical ballot at AGM and remote e-voting August 7, 2017. During this period, members of the
then remote e-voting shall prevail and voting done Company, holding shares either in physical form or in
through physical ballot/electronic means shall be treated dematerialized form, as on the cut-off date Tuesday,
as invalid. The Company has signed an agreement with August 1, 2017 (record date) may cast their vote
CDSL for facilitating remote e-voting. The members electronically. The e-voting module shall be disabled
who cast their vote by remote e-voting, may attend and by CDSL for voting thereafter. Once the vote on a
participate at the AGM, but, shall not be entitled to cast resolution is cast by the member, he/she shall not
their vote at the AGM. be allowed to change it subsequently or cast vote
again.
The voting rights of members shall be in proportion to their
shares in the paid up equity share capital of the Company (ii) The members should log on to the e-voting website
as on the cut-off date. A person, whose name is recorded www.evotingindia.com.
in the register of members or in the register of beneficial
owners maintained by the depositories as on the cut-off (iii) Click on Shareholders/Members.
date only shall be entitled to avail the facility of remote
e-voting, as well as voting at the meeting. (iv) Now Enter your User ID:
a. For CDSL: 16 digits beneficiary ID,
Any person, who acquires shares of the Company and b. For NSDL: 8 Character DP ID followed by 8
becomes a member of the Company after dispatch of Digits Client ID,
the notice and holding shares as on the cut-off date, c. Members holding shares in Physical Form
may follow the same procedure as mentioned below for should enter Folio Number registered with the
e-voting. Company.

The Scrutinizer shall, immediately after the conclusion (v) Next enter the Image Verification as displayed and
of voting at the Annual General Meeting, first count the Click on Login.
votes cast at the meeting, thereafter unblock the votes
cast through remote e-voting in the presence of at least (vi) If you are holding shares in demat form and had
two witnesses not in the employment of the Company logged on to www.evotingindia.com and voted on
and make not later than three days of conclusion of the an earlier voting of any company, then your existing
meeting, a consolidated Scrutinizers report of the total password is to be used.

68 CEAT LIMITED
CORPORATE OVERVIEW FINANCIAL STATEMENTS

(vii) If you are a first time user follow the steps given (xi) Click on the EVSN of CEAT Limited on which you choose
below: to vote.
Electronic Voting Sequence Number
For Members holding shares in (EVSN): 170703016
Demat Form and Physical Form
PAN* Enter your 10 digit alpha-numeric PAN (xii)  
On the voting page, you will see RESOLUTION
issued by Income Tax Department DESCRIPTION and against the same the option YES/
(Applicable for both demat shareholders NO for voting. Select the option YES or NO as desired.
as well as physical shareholders)
The option YES implies that you assent to the Resolution
Members who have not updated their and option NO implies that you dissent to the Resolution.
PAN with the Company/Depository
Participant are requested to use the first
(xiii) Click on the RESOLUTIONS FILE LINK if you wish to view
two letters of their name and the last 8
digits of the demat count/folio number the entire resolution details.
in the PAN field.
(xiv) After selecting the resolution you have decided to vote on,
In case the folio number is less than
8 digits enter the applicable number click on SUBMIT. A confirmation box will be displayed.
of 0s before the number after the first If you wish to confirm your vote, click on OK, else to
two characters of the name in CAPITAL change your vote, click on CANCEL and accordingly
letters. Eg. If your name is Ramesh modify your vote.
Kumar with folio number 100 then enter
RA00000100 in the PAN field.
(xv) Once you CONFIRM your vote on the resolution, you will
Dividend Bank Details Enter the Dividend Bank Details or not be allowed to modify your vote.
OR Date of Birth (DOB) Date of Birth (in dd/mm/yyyy format) as
recorded in your demat account or in
the Company records in order to login.
(xvi) You can also take a print of the votes cast by clicking on
If both the details are not recorded with Click here to print option on the Voting page.
the depository or Company please
enter the number of shares held by you (xvii) If a demat account holder has forgotten the changed
as on the cut-off date in the Dividend login password then Enter the User ID and the image
Bank details field.
code and click on Forgot Password and enter the details
as prompted by the system.
(viii) 
After entering these details appropriately, click on
SUBMIT tab. (xviii)Members can also cast their vote using CDSLs mobile
app m-Voting available for Android based mobiles.
(ix) Members holding shares in physical form will then directly The m-Voting app can be downloaded from Google Play
reach the Company election screen. However, members Store, Apple and Windows phone users can download
holding shares in demat form will now reach Password the app from the App Store and the Windows Phone Store
Creation menu wherein they are required to mandatorily respectively. Please follow the instructions as prompted
enter their login password in the new password field. by the mobile app while voting on your mobile.
Kindly note that this password is to be also used by the
demat holders for voting for resolutions of any other (xix) Note for Non Individual Members and Custodians
Company on which they are eligible to vote, provided that Non-Individual Members (i.e. other than Individuals,
the Company opts for e-voting through CDSL platform. HUF, NRI etc.) and Custodian are required to log on
It is strongly recommended not to share your password to www.evotingindia.com and register themselves as
with any other person and take utmost care to keep your Corporates.
password confidential.  A scanned copy of the Registration Form bearing the
stamp and sign of the entity should be emailed to
(x) For members holding shares in physical form, the details helpdesk.evoting@cdslindia.com.
can be used only for e-voting on the resolutions contained   After receiving the login details, a compliance
in this Notice. user should be created using the admin login and
password. The compliance user would be able to
link the account(s) for which they wish to vote on.

ANNUAL REPORT 2016-17 69


STATUTORY REPORTS

NOTICE

The list of accounts linked in the login should be Under the Authority of the Board of Directors
mailed to helpdesk.evoting@cdslindia.com and on
approval of the accounts they would be able to cast Shruti Joshi
their vote. Company Secretary
A scanned copy of the Board Resolution and Power
of Attorney (POA) which they have issued in favour Place: Mumbai
of the Custodian, if any, should be uploaded in PDF Date: April 28, 2017
format in the system for the scrutinizer to verify the CEAT Limited
same. CIN: L25100MH1958PLC011041

(xx) In case you have any queries or issues regarding e-voting, Registered Office:
you may refer the Frequently Asked Questions (FAQs) 463, Dr. Annie Besant Road,
and e-voting manual available at www.evotingindia.com Worli, Mumbai 400 030
under help section or write an email to helpdesk.evoting@ Telephone no.:022-24930621 Fax: 022-25297423
cdslindia.com. E-mail: investors@ceat.in
Website: www.ceat.com

ANNEXURE TO THE NOTICE


Explanatory Statement setting out material facts pursuant to Section 102 of the Companies Act, 2013, to
the accompanying Notice dated April 28, 2017.

1. Item No. 5: The remuneration proposed in this Special Resolution


For expansion of business and markets, the Company shall be paid to Mr. Goenka within the ceiling limit provided
proposes to set up Branch Offices within and outside in the Agreement and in accordance with the Schedule V
India. For carrying out the audit of the accounts of such and Sections 197 and 198 of the Companies Act, 2013
branches, it is necessary to appoint Branch Auditors. (the Act) for the period of 5 (five) years with effect from
Members are requested to authorize the Board of April 1, 2017.
Directors of the Company to appoint Branch Auditors in
consultation with the Statutory Auditors of the Company Information on the re-appointment of Managing Director
and to fix their remuneration. The Board recommends the pursuant to the provisions of the Companies Act 2013
Resolution, as set out at Item No. 5 of the accompanying and the Regulation 36 of SEBI (Listing Obligations and
Notice, for approval by the members by way or ordinary Disclosure Requirements) Regulations, 2015:
resolution.
Information About the Appointee:
None of the Directors or Key Managerial Personnel of the i. Background Details:
Company and their respective relatives is, in any way,  Mr. Anant Vardhan Goenka, 35 years is an M.B.A.
concerned or interested, in the resolution set out at Item from the Kellogg School of Management and a B.SC
No. 5 of the Notice. in Economics from the Wharton School. Mr. Goenka
joined KEC International Limited (KEC) in 2007 and
2. Item No. 6: led the supply chain, manufacturing, procurement
Mr. Anant Vardhan Goenka was appointed as Managing and telecom business.
Director of the Company w.e.f. April 1, 2012 for a period
of 5 (five) years. At the meeting held on March 22, 2017, He joined the Company as Deputy Managing
the Board of Directors upon recommendation of the Director in 2010 and became Managing Director in
Nomination and Remuneration Committee approved the the year 2012.
re-appointment of Mr. Anant Vardhan Goenka for a period
of 5 (five) years w.e.f. April 1, 2017 to March 31, 2022 on Prior to joining KEC, Mr. Goenka worked at CEAT
the terms and conditions set out in the agreement dated Limited, Hindustan Unilever Limited, Accenture,
April 3, 2017 and submitted to this meeting. Mumbai and Morgan Stanley, Hong Kong.

70 CEAT LIMITED
CORPORATE OVERVIEW FINANCIAL STATEMENTS

Presently he is on the Board of following companies Mr. Goenka is amongst the top 100 CEOs in India, in
and also holds positions in various committees of the the BT-PwC List of Indias Top 100 CEOs, released
Board of Directors as follows: in January 2016. Mr. Goenka is a past chairman of
ATMA (Automotive Tyre Manufacturers Association)
Directorship: and currently serving as the Vice Chairman of ATMA.
Raychem RPG Private Limited Earlier in 2014, he was a part of The Economic
Stel Holdings Limited Times-Spencer Stuart 40 under Forty-Indias Hottest
Spencer & Co. Limited Business Leaders list.
Spencer International Limited
CEAT Specialty Tyres Limited v. Remuneration Proposed
Associated CEAT Holdings Company (Private) As per the details mentioned in the special resolution
Limited, Sri Lanka in the accompanying Notice.
CEAT Kelani Holdings (Private) Limited, Sri Lanka
CEAT AKKhan Limited, Bangladesh vi. Comparative remuneration profile with respect
Associated CEAT (Private) Limited, Sri Lanka to industry
CEAT Kelani International Tyres (Private) Limited, Sri The proposed remuneration (duly approved by the
Lanka Nomination and Remuneration Committee and the
CEAT Kelani Radials (Private) Limited, Sri Lanka Board of Directors) is in line with the trends in the
Asian Tyres (Private) Limited, Sri Lanka industry and is befitting Mr. Goenkas experience
and competence.
Committee Membership:
CEAT Limited: vii. Pecuniary relationship directly or indirectly with
Finance and Banking Committee: Chairman the Company:
Corporate Social Responsibility Committee: Chairman Mr. Goenka is the son of Mr. H. V. Goenka, Chairman
Special Projects/Investment Committee: Member of the Company.

ii. No. of Board meetings attended during FY 2016- viii. Shareholding:


17: 6 (Six) Equity shares held by him and his relative in the
iii. Past Remuneration: Company as on March 31, 2017:
Amount in `
Description 2015-16 2016-17 Mr. H. V. Goenka, Chairman: 1,33,932 Equity shares
Salary and
2,78,33,767.00 3,11,97,073.00
Allowances Mr. Anant Vardhan Goenka, Managing Director:
Perquisites 26,17,008.00 31,11,114.00 14,185 Equity shares
Others (Retirals) 20,75,463.00 22,94,710.00
Pursuant to the provisions of Sections 196, 197 and
Total 3,25,26,238.00 3,66,02,897.00
all other applicable provisions of the Act, including
iv. Recognition or awards, job profile and suitability: Schedule V, the resolution for appointment of
 Mr. Goenka has been the Managing Director of Mr. Goenka as Managing Director and payment
CEAT from 2007 to 2012. During this period, he of remuneration to him as set out at Item No. 6 of
has substantially improved the operations of the the Notice is placed before the members for their
Company. Financially, CEAT has been the fastest approval by way of a Special Resolution.
growing company in the Indian tyre industry. Its
market cap has increased by more than sixteen A copy of the Agreement dated April 3, 2017 entered
times in the given period. PBT which was at `10 into with Mr. Goenka is open for inspection by
Crores in FY 2011-12 shot up to `628 Crores by members at the Registered Office of the Company
FY 2015-16. Strategically, CEAT has become a far between 11.00 a.m. and 1.00 p.m. on all working
more customer friendly organization which is evident days except Saturdays, Sundays and Public Holidays
by the fact that CEAT was rated as the best company upto the date of this Annual General Meeting.
on customer satisfaction by J. D. Power. He has also
led the TQM activities in CEAT which has improved The Board of Directors recommends the appointment
the organization health by improving the systems of Mr. Goenka as the Managing Director of the
and processes. Company and the payment of remuneration to him

ANNUAL REPORT 2016-17 71


STATUTORY REPORTS

NOTICE

for a period of 5 (five) years with effect from April 1, In order to augment long term resources, and for general
2017. corporate purposes inter alia, financing of the ongoing
capital expenditure for expansion of capacity, reduction
None of the Directors and Key Managerial Personnel of overall interest and finance cost as well as for general
of the Company and their respective relatives, except purposes including the restructuring/ replacement of
Mr. Anant Vardhan Goenka, Managing Director and high cost debt, the Company intends to offer invitation
Mr. H. V. Goenka, Chairman is, in any way, concerned for subscription for secured/unsecured, non-convertible
or interested, in the resolution set out at Item No. 6 of debentures/bonds or such other debt securities, in one
the Notice. or more series/tranches on private placement basis, not
exceeding ` 5,00,00,00,000 (Rupees Five Hundred Crores
3. Item No. 7: only).
Pursuant to Section 148 of the Companies Act, 2013 and
Rule 14 of the Companies (Audit and Auditors) Rules, The members of the Company had, by passing a special
2014, and on recommendation of the Audit Committee, resolution at the Annual General Meeting held on August
the Board of Directors has at its meeting held on April 9, 2016, granted an approval to the Board to offer and issue
28, 2017, considered and approved the appointment of Non- Convertible Debentures on private placement basis
Messrs D. C. Dave & Co., Cost Accountants, to conduct for an aggregate amount up to ` 5,00,00,00,000 (Rupees
audit of Cost Accounts of the Company for the financial Five Hundred Crores only) in one or more tranches. The
year ending March 31, 2018, at a remuneration of above resolution passed at the Annual General Meeting
` 3,00,000 (Rupees Three Lacs only) and reimbursement will be valid only till August 8, 2017.
of out of pocket expenses at actual plus applicable taxes.
Accordingly, the Board of Directors recommend the

The remuneration so recommended by the Audit resolution at Item No. 8 of the Notice as a Special
Committee and approved by the Board of Directors is Resolution.
required to be ratified by the members of the Company at
this Annual General Meeting. None of the Directors or Key Managerial Personnel of
the Company or their respective relatives is, in any way,
The Board of Directors recommends the resolution at concerned or interested in the aforesaid resolution set out
Item No. 7 of the accompanying Notice as an Ordinary at Item No. 8 of the Notice.
Resolution for ratification of the remuneration of Cost
Auditors.

None of the Directors or Key Managerial Personnel of Under the Authority of the Board of Directors
the Company or their respective relatives is, in any way,
concerned or interested in the resolution set out at Item
No. 7 of the Notice.
Shruti Joshi
4. Item No. 8: Company Secretary

Pursuant to Sections 42, 71 and other applicable
provisions of the Companies Act, 2013 (the Act) read Place: Mumbai
with Rule 14 of the Companies (Prospectus and Allotment Date: April 28, 2017
of Securities) Rules, 2014 and Rule 18 of the Companies
(Share Capital and Debentures) Rules, 2014, the CEAT Limited
Company is required to obtain the previous approval of its CIN: L25100MH1958PLC011041
shareholders by means of a Special Resolution for any offer
or invitation to subscribe to non convertible debentures Registered Office:
is made by the Company on a private placement basis. 463, Dr. Annie Besant Road,
Special Resolution can be obtained once in a year for all Worli, Mumbai 400 030
the offer(s) or invitation(s) for such debentures during that Telephone no.:022-24930621 Fax: 022-25297423
year. E-mail: investors@ceat.in
Website: www.ceat.com

72 CEAT LIMITED
Route Map for 58th Annual General Meeting

Venue : Ravindra Natya Mandir, P. L. Deshpande Maharashtra Kala Academy, Sayani Road, Prabhadevi, Mumbai - 400 025.
STATUTORY REPORTS

BOARDS REPORT

To,
The Members of CEAT Limited

Your Directors are pleased to present their Fifty-Eighth report, together with the Standalone and Consolidated Audited Financial
Statements of the Company for the year ended March 31, 2017.

FINANCIAL HIGHLIGHTS
I. Standalone:
` in Lacs
Particulars 2016-17 2015-16
Total Revenue 6,41,797.53 6,16,481.77
Total Expenses 5,93,799.94 5,52,562.22
Profit before Taxation 46,665.04 62,779.56
Tax expense:
Current Tax 11,444.94 15,057.86
Deferred Tax 5,789.80 3,203.87
MAT credit entitlement (6,842.28)
Profit for the period 36,272.58 44,517.83
Other Comprehensive Income:
Items that will not be reclassified to profit or loss
Actuarial losses for gratuity (483.99) 315.53
Income tax effect on actuarial losses for Gratuity 167.50 (109.20)
Items that will be reclassified to profit or loss
Net Movement in cash flow hedges (377.10) (53.95)
Income tax effect on net movement in cash flow hedges 130.51 18.67
Total Comprehensive Income for the period 35,709.50 44,688.88

II. Consolidated:
` in Lacs
Particulars 2016-17 2015-16
Total Revenue 6,45,992.96 6,17,359.68
Total Expenses 6,00,932.35 5,57,531.76
Profit before Taxation 43,728.06 58,687.93
Tax expense:
Current Tax 11,660.33 15,308.60
Deferred Tax 5,823.68 3,425.32
MAT credit entitlement (6,842.17) -
Profit after tax, non-controlling interest and share of profit from Joint Venture 36,115.46 43,754.17
Other Comprehensive Income:
Items that will not be reclassified to profit or loss
Actuarial losses for gratuity (416.05) 280.87
Income tax effect on actuarial losses for Gratuity 164.51 (97.20)
Items that will be reclassified to profit or loss
Movement in cash flow hedges 73.33 (53.95)
Income tax effect on net movement in cash flow hedges 130.51 18.67
Movement in foreign exchange fluctuation reserve (63.73) 110.17
Total Comprehensive Income for the period (after non-controlling interest) 36,004.03 44,012.73
In the preparation of financial statements, no treatment different from that prescribed in the relevant Accounting Standards have
been followed.

74 CEAT LIMITED
CORPORATE OVERVIEW FINANCIAL STATEMENTS

During the year under review, on consolidated basis Manufacturers (OEM) and the replacement market resulted in a
your Company recorded net revenue from operations of positive growth in FY 2016-17 over the previous year. However,
` 6,44,130.10 Lacs with a growth of 4.81% over ` 6,14,591.14 the revenues of the tyre industry was affected by unabated flow
Lacs for the last fiscal. The Company recorded a net profit of of cheap Chinese tyres in the country.
` 36,115.46 Lacs, a negative growth of 17.46% over net profit of
` 43,754.17 Lacs of the last fiscal. STATE OF COMPANYS AFFAIRS
Adhering to its purpose of Making Mobility Safer and
On standalone basis, your Company recorded net revenue from Smarter. Every day. the Company continues its unwavering
operations of ` 6,37,651.80 Lacs with a increase of 4.21% over commitment to its adopted vision and strategy.
` 6,11,813.26 Lacs of the last fiscal. The Company recorded a
net profit of ` 36,272.58 Lacs negative a decrease of 18.52% A validation of the sustained efforts that the Company has been
over net profit of ` 44,517.83 Lacs of the last fiscal. putting in this direction was the No. 1 ranking in the J.D. Power
2017, India Original Equipment Tyre Customer Satisfaction
CEAT continued to be one of the fastest growing tyre Index (TCSI) Study released on March 28, 2017. In this highly
Companies in India, for a second year in a row, with a four year acclaimed survey, CEAT ranked highest in overall customer
Revenue CAGR of 5.3% and a four year PAT CAGR of 178.42%. satisfaction, with a score of 893 (on a 1,000-point scale).

INDUSTRY UPDATE- During the year under review, a total of 92 new products
The calendar year 2016 was a challenging one for the world were launched across different product categories. A break-
economy. Weak international trade and subdued investment through innovation in the form of Puncture Safe motorcycle
slowed world growth to its weakest pace since 2009. Economic tyres was launched to address a key pain area of customers.
activity is projected to pick up in 2017 and 2018, especially in The Company has filed a patent for the same. The Company
emerging markets. Even though the outlook is brighter this increased its market share in the two-three wheeler and
year, heightened uncertainty about policy direction in major passenger car segment (motorcycle 26% to 30% and scooter
economies casts a shadow over the prospects of recovery. 24% to 30% and Passenger Car Radials (PCR) 7% to 8.5%). In the
Truck and Bus Radial (TBR) segment, the Company launched
Amid this challenging environment, India has emerged the WIN Series and grew by 15% in the TBR replacement
amongst the fastest growing major economies in the world. market. During the year under review, the Company continued
The Indian economy was expected to grow by more than its efforts for channel expansion, in a bid to maximise customer
7.75% in FY 2016-17, supported by strong government reach. The Companys network currently caters to 600+ districts
reforms, the Reserve Bank of Indias inflation focus and benign comprising of more than 4,500 dealers, 250+ two-wheeler
global commodity prices. However, the second half of FY distributors, 450+ franchisees- CEAT Shoppes and CEAT Hubs,
2016-17 witnessed a slowdown in growth primarily due to the and more than 350 multi-brand outlets and shop-in-shops. In
demonetization impact and a sharp rise in commodity prices. FY 2016-17, the Company gained acceptance with premium
brands in the OEM category viz. Royal Enfield Himalayan,
During FY 2016-17, overall sales growth remained buoyant Bajaj Vikrant, Honda Navi and Tork in two-wheelers and Verna
for the Indian Automobile industry with growth across all Refresh, i10 refresh, Renault Sedan/ SUV and Nissan SUV in the
categories except Medium & Heavy Commercial vehicles. PC/UV category.
However, exports continued to remain a cause of concern,
predominantly in the two-wheeler segment. The domestic Exports however, continue to remain a cause of concern
vehicle sales grew by 7.4%, while exports showed a primarily due to devaluation of certain currencies and overall
negative growth of 7%. Domestic Passenger vehicles and global slowdown. The Company continues to work relentlessly
two-wheelers grew by 9.16% and 7.54% respectively. The to improve its exports volumes.
automotive industry production which grew by 8% during
FY 2014-15, decelerated to 2.3% in FY 2015-16. However, In line with CEATs purpose to make mobility safer and smarter,
structural tailwinds point to sustenance of this trend and an the Company launched its media campaign It helps for both
annual production growth of about 7% during FY 2016-17. passenger and motorcycle tyres. This campaign is focussed
on the issue of jaywalking on roads, and communicates that
The domestic tyre industry was helped by the fall in input CEATs two-wheeler tyres have the best-in-class wet and dry
costs in the first half specially Natural Rubber prices which fell grip, which keep the rider safe.
by 15% during 2016 and crude which was on a downward
spiral in 2016. This led to some margin expansion in the first Further in line with the Companys focus on improving road
half of 2017. Growth in demand from the Original Equipment safety, two online campaigns named #NoMoreFunny and

ANNUAL REPORT 2016-17 75


STATUTORY REPORTS

BOARDS REPORT

Drive Safe Dad Bobblehead were also launched. While the CAPACITY EXPANSION
#NoMoreFunny campaign focusses on reducing the drunken During the year under review, the Company completed the
driving, the Bobblehead campaign is focussed on reducing the capacity expansion undertaken at its Halol Plant and ramped
instances of overspeeding on roads. Both of these campaign the capacity to 120MT/day. The Company also set-up a green
have gone viral in the online space, with over 1 million views field manufacturing plant at Nagpur with an initial capacity of
each received on YouTube. 120 MT/day for manufacture of two-three wheeler tyres at a
capital outlay of ` 420 Crores. Currently, this facility is ramped
Several other marketing initiatives including Overdrive Kwid up to 66 MT/day and is expected to be ramped up to full
Drive from Delhi to Paris, MTV Roadies, MTV Chase the capacity in the second quarter of FY 2017-18.
Monsoon and Mahindra Adventure were also undertaken. The
Company also strengthened its brand association with cricket Additionally, the Company also proposes to set up an off-the-
through a bat endorsement by Ajinkya Rahane. road tyre manufacturing capacity through its wholly owned
subsidiary CEAT Specialty Tyres Limited, in two phases
The Company also continued its journey of making the involving a total capital outlay of ` 650 Crores. The first phase
workplace safer, cleaner and healthier. The British Safety for 40MT/day capacity involving a capital expenditure of
Council Sword of Honour received by Halol plant was a ` 330 Crores is expected to be completed by the third quarter of
validation of the Company moving in the right direction. Also all FY 2017-18.
the plants of the Company, including the lastest Nagpur smart
plant are ISO 140001 and OHSAS 18001 compliant. The Company has also announced expansion projects for
investment of approx. ` 2800 crores over a period of 5 (five)
Favourable raw material prices, a shift to the high margin non years up to FY 2021-22 through capacity addition at its plants at
truck product portfolio and building of an extensive distribution Halol (Truck Bus Radial capacity of 208 tonnes/day) and Nagpur
network contributed to increased volumes and margins for the (two-wheeler capacity of 140 tonnes/day) and investment in a
Company during the first half of FY 2016-17. The second half greenfield capacity of 150 tonnes/day for manufacture of PCR.
however, witnessed pressure in margins due to the combined
effect of demonetization and increase in the raw material prices. FUTURE OUTLOOK
The Company received an upgrade in its long term credit rating According to reports by research agencies India could grow
from AA- to AA. at a potential of 7.7 - 8 % during the period 2016 to 2020
powered by greater access to banking, technology adoption,
DIVIDEND urbanisation and other structural reforms.
Considering the profits for the year under review and also
the capital expenditure requirements of the Company, your According, to ICRA, domestic tyre demand is expected to grow
Directors are pleased to recommend a dividend of ` 11.50 per by 6-7% over the next two-three years ending FY 2018-19,
equity share of ` 10.00 each (i.e. 115%) for the financial year supported by a broad based revival in Original Equipment (OE)
ended March 31, 2017. demand and economic activity in the country. Pick up in rural
expenditure with good monsoon would translate into higher
During the year under review, the Company has adopted a OEM demand for the rural centric two-wheeler and tractor
Dividend Distribution Policy and the same is annexed herewith segments. Growing fleet on ground and higher miles driven/
as Annexure A. freight moved would drive replacement sales. The future
outlook of the tyre industry is therefore expected to be stable.
TRANSFER TO RESERVE
Your Directors have proposed not to transfer any sum to the The Company expects to continue the growth path gaining
General Reserve. share in the two-wheeler, passenger car and utility vehicles
segment. It also expects to increase its market share in the
MATERIAL CHANGES AND COMMITMENTS, IF ANY TBR segment. The Company shall continue to focus on
AFFECTING THE FINANCIAL POSITION OF THE increasing capacities, enhancing brand visibility, new product
COMPANY: development and service innovation.
There are no material changes and commitments, affecting
the financial position of the Company which have occurred SUBSIDIARY COMPANIES
between the close of financial year on March 31, 2017 to which At the end of the year under review, the Company had following
the financial statements relates and the date of this Report. four subsidiaries namely CEAT Specialty Tyres Limited, Mumbai

76 CEAT LIMITED
CORPORATE OVERVIEW FINANCIAL STATEMENTS

(CSTL), Rado Tyres Limited, Cochin (RTL), Associated CEAT During the year under review, ACHL has registered a revenue/
Holdings Company (Private) Limited, Colombo, Sri Lanka, lower revenue of LKR 47,053.31 Lacs (`21,406.24 Lacs) as
(ACHL), CEAT AKKhan Limited, Dhaka, Bangladesh (CAL). compared to LKR 46,338.21 Lacs (`21,843.83 Lacs) in FY
2015-16. However, the profit after tax has reduced by 20.99%
The Company does not have any material subsidiary whose to LKR 6,235.46 Lacs (`2,836.75 Lacs) as compared to LKR
net worth exceeds 20% of the consolidated net worth of the 7,891.76 Lacs (`3,617.93 Lacs) in FY 2015-16. ACHLs joint
holding company in the immediately preceding financial venture continues to enjoy the overall market leadership in all
year or has generated 20% of the consolidated income of categories of tyres in Sri Lanka.
the Company during the previous financial year. A policy on
material subsidiaries has been formulated by the Company and ACHL has been consistently paying dividends and it has,
posted on the website of the Company at the link http://www. during the year under review, paid a dividend of `1,639.23 Lacs
ceat.com/Investors_intimation.aspx to the Company.

CEAT Specialty Tyres Limited JOINT VENTURE IN BANGLADESH


CEAT Specialty Tyres Limited (CSTL), a wholly owned CEAT AKKhan Limited, (CAL), is the 70:30 joint venture (JV) of
subsidiary of the Company, is engaged in manufacturing and the Company in Bangaldesh. CAL is setting up a green field
sale of tyres for off-the-road vehicles/ equipment, which find facility for manufacture of automotive bias tyres in Bangladesh.
application across industries including ports, construction, CAL has been selling CEAT branded automative tyres,
mining and agriculture. During the year under review, CSTL outsourced from the Company in the local market since the last
commenced setting up of its green field facility at Ambernath, 3 (three) years. For the year under review, the revenue of CAL
in the State of Maharashtra with an initial capacity of 40 MT/ is BDT 6,586.07 Lacs (`5,618.58 Lacs) as compared to BDT
day, which would subsequently be ramped up to 100 MT/day, 6,613.77 Lacs (` 5,541.02 Lacs) in FY 2015-16. The net loss
in the next phase. The commercial production from this facility for the year under review is BDT 521.98 Lacs (` 469.94 Lacs)
is expected from the second quarter of the current fiscal. as compared to the net loss of previous year BDT 594.92 Lacs
(` 435.50 Lacs).
During the year under review, CSTL registered a revenue of
` 22,417.23 Lacs (Previous year ` 10,251.39 Lacs) and a net A report on the performance and financial position of each of
loss of ` 1,003.22 Lacs in FY 2016-17 (Previous year ` 1,197.58 the Companys aforesaid subsidiaries forms part of the Annual
Lacs) through its trading operations in Off- Highway tyres. Report.

Rado Tyres Limited CONSOLIDATED FINANCIAL STATEMENTS


Rado Tyres Limited (RTL), having its two-three wheeler tyres In accordance with Section 129(3) of the Companies Act,
manufacturing capacity at Cochin, currently supplies its 2013 and Regulation 34(2) of SEBI (Listing Obligations and
entire production of automotive tyres (two-three wheeler) to Disclosure Requirement) Regulations, 2015, the Consolidated
the Company. During the year under review, RTL registered Financial Statements of the Company, including the financial
a revenue of ` 898.06 Lacs as compared to a revenue of details of all the subsidiary companies of the Company,
` 1,201.40 Lacs in FY 2015-16, registering a deficit of 25.25%. forms part of this Annual Report. The Consolidated Financial
The net loss for the year under review has however gone up to Statements have been prepared in accordance with the Indian
` 124.39 Lacs from ` 108.05 Lacs in the previous year, mainly Accounting Standards issued by the Institute of Chartered
due to labour unrest during September to November 2016 Accountants of India.
claiming higher bonus. The production tickets for FY 2016-17
have also being lower than previous year. BUSINESS RISK MANAGEMENT
Pursuant to the requirement of Regulation 21 of SEBI (Listing
Overseas Subsidiaries: Obligations and Disclosure Regulations) Regulations 2015, the
Details of ACHL and CAL are given below under the heads Company has constituted a Risk Management Committee. The
Joint Venture in Sri Lanka and Joint Venture in Bangladesh. details of this Committee and its terms of reference are set out
in the Corporate Governance Report, which forms part of this
JOINT VENTURE IN SRI LANKA Report.
ACHL, the Companys investment arm in Sri Lanka, has a
50:50 joint venture company viz. CEAT-Kelani Holdings Private The Company has in place a Business Risk Management
Limited, which operates four manufacturing plants through its framework to identify risks and minimize their adverse impact
wholly owned subsidiaries in Sri Lanka. on business and strives to create transparency which in turn
enhances the Companys competitive advantage.

ANNUAL REPORT 2016-17 77


STATUTORY REPORTS

BOARDS REPORT

Pursuant to the aforesaid business risk framework, the Company provided through construction of toilets in the communities
has identified the business risks associated with its operations around the Companys plants.
and an action plan for mitigation of the same is in place. The
business risks and its mitigation have been dealt with in the Employability- Skill Development (Project-Saksham)/
Management Discussion and Analysis section of this Report. (Project Sanjeevani) These two projects are skill
development programs, which focuses on alternate livelihoods
CORPORATE SOCIAL RESPONSIBILITY training for empowering women and technical training to youth.
The Board of Directors has formed a committee on Corporate
Social Responsibility (CSR) in accordance with Companies Saksham- During the year under review, 155 less
Act, 2013. The composition of the same has been given in privileged women and youths were trained in tailoring,
Corporate Governance Report. entrepreneurship, mobile phone repairing and preparing
nutritional snacks.
The Company, with a vision to drive holistic empowerment
of the community, has carried out the following CSR initiatives Sanjeevani- The project trained 182 less privileged
through RPG Foundation (the Trust), a public charitable women and youths in patient care assistance as an
trust qualified to undertake CSR activities in accordance with alternate livelihood option in the communities around the
Schedule VII of the Companies Act, 2013: Companys plants.

Netranjali The project aims at providing comprehensive The Annual Report on CSR activities in pursuance of the
Vision/Eye care to prevent avoidable blindness. During the Companies (Corporate Social Responsibility Policy) Rules,
year, 8,40,310 under-privileged in three target groups viz. 2014 is annexed herewith as Annexure B.
elderly, truckers and children were educated on eye care. The
project screened 1,20,645 people through 935 Eye Camps, The Company has spent the entire amount of ` 1,011 Lacs
distributed over 54,685 spectacles and made 13,685 referrals towards CSR activities during the FY 2016-17.
for severe cases.
VIGIL MECHANISM /WHISTLE BLOWER POLICY
Swayam The project aims to promote Gender Equality and Pursuant to Section 177 of the Companies Act, 2013 and
Womens Empowerment and drive powerful social change Regulation 22 of SEBI (Listing Obligations and Disclosure
in the transport industry by training underprivileged women Requirements) Regulations, 2015, the Board has adopted vigil
in driving skills to enhance livelihood across sectors such as mechanism in the form of Whistle Blower Policy, to deal with
Taxi, school vans and entrepreneurial ventures and covered 17 instances of fraud or mismanagement, if any. The Policy can
locations by completing 57 training batches. be accessed at the website of the Company at link http://www.
ceat.com/Investors_intimation.aspx.
Road Smarrt - In line with the motto of safety, the Company
launched Road Smarrt to advocate safe driving and RELATED PARTY TRANSACTIONS
prevention of road fatalities. The Company targeted school The Company has formulated a policy on Related Party
children and parents to create awareness amongst children Transactions for purpose of identification and monitoring
who are the future road users. The Company launched sessions of such transactions. The said policy on Related Party
in 20 schools in Mumbai covering over 10,000 children. Transactions as approved by the Board is uploaded on the
Companys website.
Pehlay Akshar - The project focuses on Primary Education
with emphasis on English speaking and reading skills to All Related Party Transactions are placed before the Audit
enhance employability. During the year, the project covered 30 Committee and wherever necessary, before the Board/
schools and trained 290 teachers impacting 35,000 students. members for approval. The related party transactions entered
Further, the initiative reached out to 2,912 students across 26 during the financial year were on an arms length basis and in the
schools in Mumbai, Halol and Nashik. ordinary course of business, except the contracts/arrangements
or transactions entered into by the Company with related parties
Jeevan The project focuses on improving quality of life in areas referred to in sub-section (1) of Section 188 of the Companies
of clean drinking water, sanitation and health and nutrition. The Act, 2013 during the course of business but which were not at
project provided nutritional support and safe drinking water arms length basis. The details of the same are annexed herewith
in schools and installed rain harvesting structures. Further, in as Annexure C in the prescribed Form AOC-2.
support of the Swachh Bharat Abhiyan, sanitation facilities were

78 CEAT LIMITED
CORPORATE OVERVIEW FINANCIAL STATEMENTS

SHARE CAPITAL 5 of the said Rules permits the Company to provide the said
The paid up equity capital of the Company as on March 31, statement on specific request of member in writing. Therefore,
2017 was ` 4,045.01 Lacs. The said shares are listed on the the Annual Report excluding the said statement is being sent to
BSE Limited and the National Stock Exchange of India Limited. all the members of the Company and such statement shall be
There is no change in the paid-up capital of the Company, made available to the members on request.
during the year under review.
The prescribed particulars of employees required under
NON-CONVERTIBLE DEBENTURES Section 134(3)(q) and Rule 5(1) of the said Rules are attached
The Company during FY 2015-16, had issued and allotted as Annexure F and forms part of this report.
2,000 Secured Redeemable Non-Convertible Debentures
of ` 10 Lacs each on private placement basis aggregating to FIXED DEPOSITS
` 20,000 Lacs. The said Secured Redeemable Non-Convertible During the year under review, your Company discontinued
Debentures are listed on BSE limited. the Fixed Deposit Scheme and repaid all the outstanding fixed
deposits along with interest accrued up to September 30, 2016.
CREDIT RATING
Your directors are pleased to inform you that during the year Hence, there are no deposits outstanding as on March 31,
under review, the long term credit rating of the Company 2017. There were no defaults in respect of repayment of any
improved from AA- to AA with Stable outlook by its rating deposits or payment of interest thereon during the year under
agencies viz. CARE and India Ratings (Fitch). The rating of AA review. The Company has not accepted any deposits which are
indicates high degree of safety regarding timely servicing of not in compliance with the requirements of the Act.
financial obligations and very low credit risk. A Stable outlook
indicates expected stability (or retention) of the credit ratings in The Company has no overdue deposits, other than the
the medium term on account of stable credit risk profile of the unclaimed deposits as at the end of the year under review.
entity in the medium term.
PARTICULARS OF LOANS, GUARANTEES OR
The short term facilities of the Company have been granted INVESTMENTS
the rating of A1+ by CARE and India Ratings (Fitch). The rating In terms of Section 134 (3) (g), the Report of the Board of
of A1+ indicates very strong degree of safety regarding timely Directors shall include the details of particulars of Loans,
payment of financial obligations and carries the lowest credit Guarantees and Investments under Section 186 of the
risk. Companies Act, 2013, which are provided in the notes to the
Financial Statements. The loans and/or advances given to the
EXTRACT OF ANNUAL RETURN employees bear interest at applicable rates.
The details forming part of the extract of the Annual Return in
the prescribed Form MGT-9 is annexed herewith as Annexure DIRECTORS
D. Messrs Vinay Bansal, Atul C. Choksey, S. Doreswamy, Mahesh
S. Gupta, Haigreve Khaitan, Ranjit V. Pandit and Paras K.
CONSERVATION OF ENERGY, TECHNOLOGY Chowdhary and Ms. Punita Lal are Independent Directors on
ABSORPTION, FOREIGN EXCHANGE EARNINGS the Board of the Company and the composition of the Board of
AND OUTGO Directors duly meets the criteria stipulated in Section 152 of the
A statement giving details of conservation of energy, Companies Act, 2013.
technology absorption, foreign exchange earnings and outgo,
in accordance with Section 134(3)(m) of the Companies Act, All Independent Directors have given declarations that they
2013 read with Rule 8 of The Companies (Accounts) Rules, meet the criteria of independence as laid down under Section
2014, is annexed hereto as Annexure E and forms part of 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI
this report. (Listing Obligations and Disclosure Requirements) Regulations,
2015.
PARTICULARS OF EMPLOYEES
The statement required pursuant to Section 197 read with During the year under review, Mr. K. R. Podar, Independent
Rule 5 of The Companies (Appointment and Remuneration of Director of the Company, ceased to be a Director of the
Managerial Personnel) Rules, 2014 (the said Rules) in respect Company with effect from February 9, 2017, because of
of employees of the Company, are required to be set out in this resignation from the Board due to health reasons.
report. However, the second proviso of the sub rule (3) of Rule

ANNUAL REPORT 2016-17 79


STATUTORY REPORTS

BOARDS REPORT

The Board at its meeting held on March 22, 2017 considered nature of the industry in which the Company operates and its
and approved the re-appointment of Mr. Anant Vardhan business model. The familiarisation programme posted on
Goenka as Managing Director for a period of 5 (five) years w.e.f the website of the Company at the link http://www.ceat.com/
April 1, 2017 to March 31, 2022 subject to the approval of the Investors_intimation.aspx.
members at the Fifty-Eighth Annual General Meeting of the
Company. POLICY ON APPOINTMENT, TRAINING,
EVALUATION AND REMUNERATION OF DIRECTORS,
In accordance with the Companies Act, 2013 and Articles of KEY MANAGERIAL PERSONNEL AND SENIOR
Association of the Company, Mr. H. V. Goenka retires by rotation MANAGEMENT PERSONNEL
and being eligible offers himself for re-appointment. The Board has, on the recommendation of the Nomination and
Remuneration Committee, framed a policy on Appointment,
PECUNIARY RELATIONSHIP OR TRANSACTIONS OF Training, Evaluation and Remuneration of Directors, Key
THE NON-EXECUTIVE DIRECTORS AND DISCLOSURES Managerial Personnel and Senior Management Personnel (SMP)
ON THE REMUNERATION OF THE DIRECTORS and their remuneration, which is enclosed as Annexure G.
All pecuniary relationship or transactions of the Non-Executive
Directors vis--vis the Company, along with criteria for such EVALUATION OF BOARD, ITS COMMITTEES AND
payments and disclosures on the remuneration of the Directors DIRECTORS
along with their shareholding are disclosed in Form MGT-9 For the purpose of evaluation, the Board had finalised a
which forms a part of this Report. questionnaire and engaged a third party to conduct an
independent online confidential survey using the said
KEY MANAGERIAL PERSONNEL questionnaire. The results of the survey/feedback were then
During the year under review, Mr. Kumar Subbiah was deliberated at Board Meeting and evaluation of the Board, its
appointed as the Chief Financial Officer with effect from January Committees and the Directors were reviewed.
16, 2017 in place of Mr. Manoj Kumar Jaiswal. Ms. Shruti Joshi
was appointed as the Company Secretary with effect from MEETINGS OF THE BOARD OF DIRECTORS
September 1, 2016 in place of Mr. H. N. Singh Rajpoot. The During the year, 6 (Six) Board Meetings were convened and
Company has appointed Mr. Arnab Banerjee as the Whole- held. The details of which are given in the Corporate Governance
time Director, designated as the Executive Director-Operations. Report. The intervening gap between the meetings was within
The Board at its meeting held on March 22, 2017 approved the the period prescribed under the Companies Act, 2013 and
re-appointment of Mr. Anant Vardhan Goenka as Managing Regulation 17 of SEBI (Listing Obligations and Disclosure
Director for a further period of 5 (five) years with effect from Requirements) Regulations, 2015.
April 1, 2017 subject to the approval by the shareholders at the
ensuing Annual General Meeting. BOARD COMMITTEES
Detailed composition of the mandatory Board Committees viz.
The above are the Key Managerial Personnel of the Company, Audit Committee, Nomination and Remuneration Committee,
pursuant to the provisions of Section 203 read with Section Stakeholders Relationship Committee, Corporate Social
2(51) of the Companies Act, 2013. Responsibility Committee, Risk Management Committee
and non-mandatory committee viz. Finance and Banking
INTER-SE RELATIONSHIPS BETWEEN THE Committee and Special Investments/Project Committee,
DIRECTORS number of meetings held during the year under review and
There are no relationships between the Directors inter-se, other related details are set out in the Corporate Governance
except between Mr. Anant Vardhan Goenka, Managing Director Report which forms a part of this Report.
and Mr. H. V. Goenka, Chairman. Mr. Anant Vardhan Goenka is
the son of Mr. H. V. Goenka, Chairman. There have been no situations where the Board has not
accepted any recommendations of the Audit Committee.
FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTORS The Company has formed Audit Committee and composition
Pursuant to the Code of Conduct for Independent Directors of the same has been given in Corporate Governance Report.
specified under the Companies Act, 2013 and requirements
of SEBI (Listing Obligations and Disclosure Requirements) DIRECTORS RESPONSIBILITY STATEMENT
Regulations, 2015, the Company has framed a familiarisation Pursuant to Section 134(3)(c) of the Companies Act, 2013,
programme for all its Independent Directors to familiarize them your Directors, to the best of their knowledge and belief, make
on their roles, rights and responsibilities in the Company, the following statements that:

80 CEAT LIMITED
CORPORATE OVERVIEW FINANCIAL STATEMENTS

i. The applicable Accounting Standards have been followed appointed Messrs S R B C & CO LLP as the Statutory Auditors
in the preparation of the annual accounts along with the for a period of 3 (three) consecutive years from the conclusion
proper explanation relating to material departure, if any. of the Fifty-Fifth Annual General Meeting to the conclusion of
the Fifty-Eight Annual General Meeting subject to ratification
ii. Such accounting policies have been selected and applied of their appointment by the members every year. Further, the
consistently and such judgements and estimates have first term of the appointment of Statutory Auditors expires at the
been made that are reasonable and prudent so as to give conclusion of Fifty-Eight Annual General Meeting and pursuant
a true and fair view of the state of affairs of the Company in to the provisions of Section 139 (2) (b), an audit frim can be
the Balance Sheet as at March 31, 2017 and the Statement appointed for two terms of five consecutive years. Accordingly,
of Profit and Loss for the said financial year ended March statutory auditors have confirmed that their appointment for a
31, 2017. further term of 5 (five) years, if approved at the ensuing Annual
General Meeting, would be in compliance with Sections 139
iii. 
Proper and sufficient care has been taken for the and 141 of the Companies Act, 2013.
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, INTERNAL AUDITORS
2013 for safeguarding the assets of the Company and for The Board has appointed Messrs KPMG as Internal Auditors for
preventing and detecting fraud and other irregularities. the period of 1 (one) year up to March 31, 2018 under Section
138 of the Companies Act, 2013 and they have completed the
iv. The annual accounts have been prepared on a going internal audit as per the scope defined by the Audit Committee.
concern basis.
SECRETARIAL AUDITORS
v. The proper internal financial controls were in place and The Company has appointed Messrs Parikh and Associates,
that such internal financial controls are adequate and Company Secretaries to conduct the Secretarial Audit for the
were operating effectively. financial year ended March 31, 2017, as required by Section
204 of the Companies Act, 2013 and rules made thereunder.
vi. The systems to ensure compliance with the provisions of The Secretarial Audit Report furnished by Messrs Parikh and
all applicable laws were in place and that such systems Associates is annexed to this report as Annexure H.
were adequate and are operating effectively.
COST AUDITORS
MANAGEMENT DISCUSSION AND ANALYSIS AND The Board of Directors has appointed Messrs D. C. Dave & Co.,
CORPORATE GOVERNANCE REPORT Cost Accountants, as Cost Auditors of the Company for FY
In compliance with the Regulation 34 of SEBI (Listing 2017-18 and recommends ratification of their remuneration by
Obligations and Disclosure Requirements) Regulations, 2015, the Members at the ensuing Annual General Meeting.
separate section on Management Discussion and Analysis, as
approved by the Board of Directors, which includes details on EXPLANATION AND COMMENTS ON AUDITORS
the state of affairs of the Company, forms part of this Annual AND SECRETARIAL AUDIT REPORT
Report. Further, the Corporate Governance Report, duly There is no qualification, disclaimer, reservation or adverse
approved by the Board of Directors together with the certificate remark made either by the Statutory Auditors in Auditors Report
from the Statutory Auditors confirming the compliance with or by the Company Secretary in practice (Secretarial Auditor) in
the requirements of SEBI (Listing Obligations and Disclosure the Secretarial Audit Report.
Requirements) Regulations, 2015, forms part of this Annual
Report. The Statutory Auditors have not reported any instances of fraud
to the Central Government and Audit Committee as per the
BUSINESS RESPONSIBILITY REPORT provisions of Section 143 (12) of the Companies Act, 2013 read
In compliance with the Regulation 34 of SEBI (Listing with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.
Obligations and Disclosure Requirements) Regulations, 2015,
a separate section on Business Responsibility Report, as SIGNIFICANT AND MATERIAL ORDERS PASSED
approved by the Board, which includes principles to assess BY THE REGULATORS OR COURTS OR TRIBUNALS
compliance with environmental, social and governance norms IMPACTING THE GOING CONCERN STATUS
for the year under review forms part of the Annual Report. There are no significant and material orders passed by the
Regulators or Courts or Tribunals impacting the going concern
STATUTORY AUDITORS status and Companys operations in future.
The Company at its AGM held on September 26, 2014 had

ANNUAL REPORT 2016-17 81


STATUTORY REPORTS

BOARDS REPORT

CHANGE IN THE NATURE OF BUSINESS DISCLOSURE UNDER SEXUAL HARRASEMENT


During the year under review, there was no change in the OF WOMEN AT THE WORKPLACE (PREVENTION,
nature of the business. PROHIBITION AND REDRESSAL) ACT, 2013.
In accordance with the provisions of the Sexual Harassment
INTERNAL FINANCIAL CONTROL of Women at the Workplace (Prevention, Prohibition and
Details in respect of adequacy on internal financial controls Redressal) Act, 2013, 4 (four) Internal Complaints Committees
with reference to the Financial Statements are stated in (ICC) have been set up to redress complaints. During the year
Management Discussion and Analysis which forms part of this under review 2 (two) complaints were received and resolved
Annual Report. satisfactorily.

HUMAN RESOURCES ACKNOWLEDGEMENT


CEAT continues to be a people focused organization Your Directors place on record their appreciation for the
continuously building next generation leadership. continued support and co-operation received from the
Employees, Customers, Suppliers, Dealers, Financial
One of the main enablers of achieving CEAT vision 2016-2021, Institutions, Banks and Members towards conducting the
is Unleashing Talent which emphasizes on people focus of the business of the Company during the year under review.
organization. The Company has increased its investment and
capacity in training and development to develop people to
their maximum potential. Focus on training and development On behalf of the Board of Directors
continued through a combination of functional, technical and
behavioral training programs adding up to 3.2 man-days per
employee of training in FY 2016-17. The Company has been
persistent on achieving process and quality excellence by H. V. Goenka
building internal academies and involving employees at the Chairman
grass-root level in continuous improvement through Total
Quality Management (TQM) initiatives. Place: Mumbai
Date: April 28, 2017

82 CEAT LIMITED
CORPORATE OVERVIEW FINANCIAL STATEMENTS

ANNEXURE A Total Cash outflow including tax payments;


Extra-ordinary income/profits by the Company
DIVIDEND DISTRIBUTION POLICY arising from transactions such as sales of land or
undertaking;
I Introduction and Objective: Tax impact of the dividend and the cash outflow post
Regulation 43A of the Securities Exchange Board of India tax.
(SEBI) (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (the Listing Regulations), mandates The Board shall also consider the following internal factors
top 500 listed entities, determined on the basis of their while declaring an interim dividend or recommending a
market capitalization calculated on March 31 of every final dividend to the shareholders:
financial year to formulate a Dividend Distribution Policy. Business Strategy of the Company,
Expansion plans,

In compliance with Regulation 43A of the Listing Corporate restructuring,
Regulations, the Company has framed this Dividend Scheme of arrangement or any other item which can
Distribution Policy. have a financial impact on the Company,
Unforeseen events and contingencies with financial
This Policy aims to help the investors and Stakeholders implications
in their investing decisions and shall be effective from the
date of adoption of the same by the Board of Directors C External Parameters:
(the Board). The Board shall also consider inter alia the following
external factors i.e. factors on which the Management or
II Regulatory Framework: the Company has no control, while declaring an interim
The Dividend, if any, declared by the Company (including dividend or recommending a final dividend:
Interim Dividend) shall be governed by the provisions Business Environment
of the Companies Act, 2013 read with the Companies  Regulatory restrictions, if any or the prevalent
(Declaration and Payment of Dividend) Rules, 2014, statutory requirements
the Listing Regulations and the provisions of Articles of Provisions of Tax laws governing dividend
Association of the Company, as in force from time to time Dividend Pay-out ratios of Peers
(hereinafter collectively referred as Applicable Laws).  Economic environment and state of the capital
markets
III Parameters/factors to be considered for Change in Government Policy, which can have a
declaration of dividend financial impact on the Company
A General: Commodity price impact on the business
The Board shall recommend dividend only if it is of Cyclical nature of industry/business
the opinion that it is financially prudent to do so. Need to maintain competitiveness of the Company
and its business
B Financial and Internal Parameters:
 The Board would consider the following financial IV Circumstances under which the shareholders
parameters before declaring interim dividend or may or may not expect dividend:
recommending a final dividend to shareholders for The Company has been consistently paying out dividends
declaration: to its shareholders and can be reasonably expected
Stand-alone net operating profit after tax; to continue in future as well, unless the Company is
Working capital requirements; restrained to declare dividend due to insufficient profits or
Operating expenditure requirements including loan due to any of the external or internal factors listed above.
repayments and interest payments;
Capital expenditure requirements; Further, though the Company endeavors to declare the
 Resources required to fund acquisitions and dividend to the shareholders, the Board may propose not
inorganic growth; to recommend dividend after analysis of various financial
Cash to be retained for business needs; parameters including those listed above, cash flow
Cash flow required to meet contingencies; position and funds required for future growth and capital
Outstanding borrowings and total debt equity ratio; expenditure or in case of a proposal to utilize excess cash
Past dividend payment trends of the Company and for buy-back of existing share capital.
dividend track record;

ANNUAL REPORT 2016-17 83


STATUTORY REPORTS

BOARDS REPORT

V Policy as to how the retained earnings shall be The interim dividend declared by the Board shall be
utilized: placed for confirmation before the shareholders in
The profits being retained in the business shall be the ensuing Annual General Meeting.
continued to be deployed in business for meeting the The CFO may in consultation with the MD shall
operating expenses, capital expenditure, augmentation also recommend to the Board transfer of such
of working capital including servicing of term loans, cash percentage of profits for that financial year as
outflow for business growth and potential acquisition, deemed appropriate to the reserves of the Company
if any, thus contributing to the growth of business and and the Board may decide on the same.
operations of the Company. In case of inadequacy of profits for any financial year,
the Board may approve declaration of dividend out
The Company stands committed to deliver sustainable of accumulated profits of the previous years as per
value to all its stakeholders. this Policy and the Regulatory Framework.

VI Parameters that shall be adopted with regard VIII Disclosure:


to various classes of shares: The Company shall make appropriate disclosures as
The holders of the Equity Shares of the Company as per required under the SEBI Regulations and the Companies
the Issued and Paid-up capital, on the record date, are Act, 2013.
entitled to receive dividends.
IX Amendments:
The other classes of shares for e.g. Preference Shares or The Board reserves the right to amend this Policy in
Shares with differential voting rights will be governed by whole or in part, at any point of time, as may be deemed
the terms of issue of such shares. necessary.

Any convertible instruments issued by the Company shall It is hereby clarified that provisions of the Applicable Laws
be entitled for dividend only upon conversion. shall prevail over the provisions of this Policy to the effect
necessary amendments in the Applicable Laws have not
VII Procedure with respect to dividend: been carried out in this Policy.
The Board upon perusing the rational for proposed
pay-out, may recommend a final dividend or declare
an interim dividend.
The final dividend recommended by the Board is
subject to declaration by the shareholders in the
ensuing Annual General Meeting.

84 CEAT LIMITED
CORPORATE OVERVIEW FINANCIAL STATEMENTS

ANNEXURE B setting up homes and hostels for women and


ANNUAL REPORT ON CSR ACTIVITIES orphans, setting up old age homes, day care centres
1. A brief outline of the Companys CSR policy, including and such other facilities for senior citizens and
overview of projects or programs proposed to be measures for reducing inequalities faced by socially
undertaken and a reference to the web-link to the CSR and economically backward groups;
policy and projects or programs.
(iv) 
Ensuring environmental sustainability, ecological
As a responsible business corporation, the Company balance, protection of flora and fauna, animal welfare,
takes pride in taking effective CSR initiatives which are agro-forestry, conservation of natural resources and
vital towards fulfilling critical societal needs and gaps not maintaining quality of soil, air and water.
only in the communities it operates in, but also society at  Web-link: http://www.ceat.com/Investors%20_
large on sustainable basis. Therefore, some CSR initiatives intimation.aspx
have also been aligned with the Sustainable Development
Goals (SDGs) established by the United Nations. The 2. The Composition of the CSR Committee.
Companys vision is to drive holistic empowerment of Mr. Anant Vardhan Goenka, Chairman (Managing
the community through implementation of sustainable Director)
initiatives and the Company carries out these initiatives Mr. Vinay Bansal (Independent Director)
through partnerships with individuals, institutions, NGOs Mr. Hari L. Mundra (Non-Executive Non Independent
and Local Government Bodies through following projects Director)
in accordance with its CSR policy, read with Schedule
VII of the Companies Act, 2013. The Board of Directors 3. Average net profit of the company for last three financial
of the Company approved the CSR Policy with aim and years: ` 50,518.10 Lacs
object to fight hunger, poverty and malnutrition, promote
education, employment, health care, gender equality, Sr.
Computation of Profit for CSR Amount (` In Lacs)
rural development and sanitation etc. as embodied in No.
Schedule VII of the Companies Act, 2013. 1. Net profit as per section 198:
FY 2013-14 40,131.12
FY 2014-15 46,516.18
The Company has undertaken activities as CSR activities 64,353.84 151,001.14
FY 2015-16
within the CSR policy of the Company particularly:-
2. Average Net Profit of last 3 years 50,333.71
(i) 
Eradicating hunger, poverty and malnutrition, 3. Funds to be allocated for CSR 1,006.67
promoting preventive health care and sanitation and
making available safe drinking water; 4. Prescribed CSR Expenditure (2% of the amount as in item
3 above): ` 1,006.67Lacs
(ii) Promoting education including special education
and employment enhancing vocation skills 5. Details of CSR spent during the financial year.
especially among children, women, elderly and a.  Total amount to be spent for the financial year;
the differently abled and livelihood enhancement ` 1,011 Lacs
projects; b. Amount unspent, if any; NIL
c.  Manner in which the amount spent during the
(iii) 
Promoting gender equality, empowering women, financial year is detailed below.

ANNUAL REPORT 2016-17 85


STATUTORY REPORTS

BOARDS REPORT

(` In Lacs)
Sr. CSR project or Sector in which Project Location Amount Amount Cumulative Amount
activity identified the project is (Area/District and State) outlay spent expenditure spent: direct
covered (Budget) on the upto or through
Project or project or reporting implementing
Programs program period agency*
Wise
(1) (2) (3) (4) (5) (6) (7) (8)
1 Pehlay Akshar Primary Education Bhandup, Mumbai (MH) 120.00 54.79 54.79 IA 54.79
Nashik (MH)
Halol (GJ)
2 Pehlay Akshar Teachers Training Worli 0.00 29.79 29.79 IA 29.79
School
Enrichment
Program (PASEP)
3 Swayam Women Mumbai, Pune, Nashik, 234.15 218.53 218.53 IA 218.53
Empowerment Nagpur, Thane(MH),
Banglore, Hyderabad,
Chennai, Mudarai,
New Delhi, Mathura,
Coimbatore, Tiruppur
4 Saksham Employability Skill Bhandup, Mumbai (MH) 7.50 21.25 21.25 IA 21.25
Development: Nashik (MH)
Halol (GJ)
5 Netranjali Eye Care Halol, Nagpur, 301.00 314.83 314.83 IA 314.83
Hyderabad, Vadodara,
Chennai,Mumbai,
Nashik, Aurangabad,
Sangli, Ashta, Igatpuri,
Kolhapur, Dipka, Chakan,
Pune, Jalgaon, Bilaspur,
Goa, Solapur, Vani,
Chandrapur, Vasal,
Navi Mumbai, Kolkatta,
Gaziabad, NOIDA,
Banglore
6 Jeevan Community Bhandup,Nashik, 80.00 87.44 87.44 IA 87.44
Development Mumbai (MH)
7 Sanjeevani Health Care Bhandup, Nashik & Halol 50.00 47.68 47.68 IA 47.68
Professionals
Training
8 Road Smart Road Safety Mumbai 00.00 19.98 19.98 IA 19.98
Program
9 Other Projects 218.35 6.69 6.69 IA 6.69
Total 1011.00 800.97 800.97 IA 800.97

Paid to Implementing agency (IA) RPG Foundation. At the year end, ` 210.03 Lacs remained unspent with RPG Foundation.

CSR activities are implemented and monitored in compliance with CSR objectives and Policy of the Company.

For CEAT Limited

Anant Vardhan Goenka Hari L. Mundra


(MD & Chairman of CSR Committee) (Member- CSR Committee)
DIN: 02089850 DIN: 00287029

Place: Mumbai
Date: April 28, 2017

86 CEAT LIMITED
CORPORATE OVERVIEW FINANCIAL STATEMENTS

ANNEXURE- C
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of contracts/arrangements entered into by the company with related parties referred to in sub-section
(1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arms length basis

(a) (b) (c) (d) (e) (f) (g) (h)


Sr. Name (s) of the Nature of contracts/ Duration of Salient terms of Justification for entering into such Date(s) of Amount paid Date on which the
related party and arrangements/ the contracts / the contracts or contracts or arrangements or approval by the as advances, special resolution
nature of relationship transactions arrangements/ arrangements or transactions Board if any: was passed in
transactions transactions including the general meeting
value, if any as required under
(` In Lacs) first provision of
Section 188
1 Asian Tyres (Pvt.) Technical FY 2016-17 55.00 Fees received are based on February 12, N.A. N.A.
Limited Development Fees the technology agreement. 2016
received from Joint Technical Development Fees
Venture company in received for the in-house
Sri Lanka technical developments are
charged, as per Technology
Agreements signed with the
Joint Ventures Companies and
are determined considering
the cost of such in-house
technical developments for
which quote from external
parties are not available
2 Associated CEAT Imports from Joint FY 2016-17 2741.39 The tyres from Sri Lanka JV February 12, N.A. N.A.
(Pvt.) Limited Venture companies Companies are imported at 2016
in Sri Lanka a price formula agreed to
between the two joint venture
partners and are arrived at after
considering cost+mark up.
Ceat-Kelani 110.84 Hence, they may not always
International compare to the prices of other
Tyres (Pvt.) sourcing parties, particularly
Limited from Chinese manufacturers.
Ceat Kelani 405.85 The rates being contractual
Radials Limited obligation of the Company are
fully justified.

2. Details of material contracts or arrangement or transactions at arms length basis


(a) (b) (c) (d) (e) (f)
Sr. Name (s) of the related Nature of contracts/ Duration of Salient terms of date(s) of approval by Amount paid as advances,
party and nature of arrangements/ the contracts / the contracts or the Board, if any if any:
relationship transactions arrangements/ arrangements or
transactions transactions including
the value, if any

------ NOT APPLICABLE -----

On behalf of the Board of Directors

Place: Mumbai H. V. Goenka


Date: April 28, 2017 Chairman

ANNUAL REPORT 2016-17 87


STATUTORY REPORTS

BOARDS REPORT

ANNEXURE D
Form MGT-9

EXTRACT OF ANNUAL RETURN


As on the financial year ended on March 31, 2017

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules,
2014]

I. REGISTRATION AND OTHER DETAILS


i. CIN L25100MH1958PLC011041
ii. Registration Date March 10, 1958
iii. Name of the Company CEAT Limited
iv. Category/ Sub-Category of the Company Company Limited by Shares / Non-Government Company
v. Address of the Registered office and contact details 463, Dr. Annie Besant Road,
Worli Mumbai-400 030
Tel No: 91-22-24930621
Fax: +91-22-25297423
E-mail : investors@ceat.in
Web: www.ceat.com
vi. Whether listed Company Yes (National Stock Exchange Limited and BSE Limited)
vii. Name Address and Contact details of Registrar and TSR Darashaw Limited
Transfer Agent, if any 6-10, Haji Moosa Patrawala Industrial Estate, 20, Dr. E. Moses Road,
Mahalaxmi, Mumbai 400 011
Email: csg-unit@tsrdarashaw.com
Web: www.tsrdarashaw.com
Tel.: 022-66568484; Fax: 022-66568494

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY


All the Business activities contributing 10% or more of the total turnover of the company shall be stated:-

Sr. No. Name and Description of main NIC Code of the Product/service % to total turnover of the Company
products/services
Manufacture, Distribution and sale of
1 22111 100%
automotive Tyres, tubes and flaps

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES


Sr. Name and address of the Company CIN/GLN Holding/ % of shares Applicable
No Subsidiary/ held Section
Associate
Associated CEAT Holdings Company
1 Foreign Body Corporate Subsidiary 100% 2(87)
(Private) Limited, Sri Lanka
2 CEAT AKKhan Limited, Bangladesh Foreign Body Corporate Subsidiary 70% 2(87)
3 CEAT Specialty Tyres Limited, India U25199MH2012PLC236623 Subsidiary 100% 2(87)
4 Rado Tyres Limited, India U25111KL1986PLC004449 Subsidiary 58.56% 2(87)

88 CEAT LIMITED
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as Percentage Of Total Equity)
i) Category- wise Share Holding
No. of Shares held at the beginning of the year i.e. 01.04.2016 No. of Shares held at the end of the year i.e. 31.03.2017
% Change
Category of Shareholders Demat Physical Total % of Total Demat Physical Total % of Total during the year
Shares Shares
A. Promoters
(a) Individuals / Hindu Undivided Family 1,48,118 0 1,48,118 0.37 1,48,118 0 1,48,118 0.37 0.00
(b) Central Government / State Governments(s) 0 0 0 0.00 0 0 0 0.00 0.00
(c) Bodies Corporate 1,86,03,272 0 1,86,03,272 45.99 1,86,03,273 0 1,86,03,273 45.99 0.00
(d) Financial Institutions / Banks 0 0 0 0.00 0 0 0 0.00 0.00
(e) Any Other (specify)
(i) Trust 4 0 4 0.00 5 0 5 0.00 0.00
Sub-Total (A) (1) 1,87,51,394 0 1,87,51,394 46.36 1,87,51,396 0 1,87,51,396 46.36 0.00
(2) Foreign
Individuals (Non-Resident Individuals / Foreign
(a) 0 0 0 0.00 0 0 0 0.00 0.00
Individuals)
(b) Bodies Corporate 0 17,82,348 17,82,348 4.41 0 17,82,348 17,82,348 4.41 0.00
(c) Institutions 0 0 0 0.00 0 0 0 0.00 0.00
(d) Qualified Foreign Investor 0 0 0 0.00 0 0 0 0.00 0.00
(e) Any Other (specify)
Sub-Total (A) (2) 0 17,82,348 17,82,348 4.41 0 17,82,348 17,82,348 4.41 0.00
Total Shareholding of Promoter and Promoter
1,87,51,394 17,82,348 2,05,33,742 50.77 1,87,51,396 17,82,348 2,05,33,744 50.77 0.00
Group (A)
(B) Public Shareholding
(1) Institutions
(a) Mutual Funds / UTI 9,27,846 12,550 9,40,396 2.32 20,07,594 12,550 20,20,144 4.99 2.67
(b) Financial Institutions / Banks 16,229 5,113 21,342 0.05 22,942 5,113 28,055 0.07 0.02
(c) Cental Government / State Governments(s) 0 9,700 9,700 0.02 0 9,700 9,700 0.02 0.00
(d) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
CORPORATE OVERVIEW

(e) Insurance Companies 6,75,897 75 6,75,972 1.67 9,79,281 75 9,79,356 2.42 0.75
(f) Foreign Institutional Investors 34,81,199 7,610 34,88,809 8.62 19,93,725 7,610 20,01,335 4.95 -3.68
(g) Foreign Venture Capital Investors 0 0 0 0.00 0 0 0 0.00 0.00
(h) Qualified Foreign Investor 0 0 0 0.00 0 0 0 0.00 0.00
(i) Foreign Portfolio Investors (Corporate) 86,42,778 0 86,42,778 21.37 76,71,613 0 76,71,613 18.97 -2.40
(j) Any Other (specify)

ANNUAL REPORT 2016-17


Sub-Total (B) (1) 1,37,43,949 35,048 1,37,78,997 34.06 1,26,75,155 35,048 1,27,10,203 31.42 -2.64

89
FINANCIAL STATEMENTS
No. of Shares held at the beginning of the year i.e. 01.04.2016 No. of Shares held at the end of the year i.e. 31.03.2017

90
% Change
Category of Shareholders Demat Physical Total % of Total Demat Physical Total % of Total during the year
Shares Shares
(2) Non-Institutions
(a) Bodies Corporate 5,22,993 21,919 5,44,912 1.35 15,11,276 20,553 15,31,829 3.79 2.44
(b) Individuals -

CEAT LIMITED
STATUTORY REPORTS

i Individual shareholders holding nominal share


31,62,110 6,53,038 38,15,148 9.43 32,64,636 6,26,796 38,91,432 9.62 0.19
BOARDS REPORT

capital upto ` 1 Lacs


ii Individual shareholders holding nominal share
3,49,277 0 3,49,277 0.86 2,54,557 0 2,54,557 0.63 -0.23
capital in excess of ` 1 Lacs
(c) Qualified Foreign Investor 0 0 0 0.00 0 0 0 0.00 0.00
(d) Any Other
i Trusts 3,604 0 3,604 0.01 93,658 0 93,658 0.23 0.22
ii Alternate Investment Fund 0 0 0 0.00 10,250 0 10,250 0.03 0.03
iii Unclaimed Securities Suspense Account 0 0 0 0.00 0 0 0 0.00 0.00
iv Director & relatives 3,000 0 3,000 0.01 3,000 7 3,007 0.01 0.00
v Foreign Companies 14,21,375 37 14,21,412 3.51 14,21,375 37 14,21,412 3.51 0.00
Sub-total (B) (2) 54,62,359 6,74,994 61,37,353 15.17 65,58,752 6,47,393 72,06,145 17.81 2.64
Total Public Shareholding (B) = (B)
1,92,06,308 7,10,042 1,99,16,350 49.23 1,92,33,907 6,82,441 1,99,16,348 49.23 0.00
(1)+(B)(2)
TOTAL (A)+(B) 3,79,57,702 24,92,390 4,04,50,092 100.00 3,79,85,303 24,64,789 4,04,50,092 100.00 0.00
(C) Shares held by Custodians and against 0 0 0 0 0 0 0 0 0.00
which Depository Receipts have been
issued
GRAND TOTAL (A)+(B)+(C) 3,79,57,702 24,92,390 4,04,50,092 100.00 3,79,85,303 24,64,789 4,04,50,092 100.00 0.00

ii) Shareholding of promoters


Sr.
Shareholders Name Shareholding at the beginning of the year 01.04.2016 Shareholding at the end of the year 31.03.2017
No.
No. of Shares % of total Shares of % of Shares No. of Shares % of total Shares of % of Shares % change in
the company Pledged/ the company Pledged/ shareholding
encumbered to encumbered to during the year
total shares total shares
1 Chattarpati Investments Limited* 2,75,876 0.68 0.00 2,75,876 0.68 0.00 0.00
2 Instant Holdings Limited 1,15,10,812 28.46 0.00 1,15,10,812 28.46 0.00 0.00
3 Societe Ceat D Investissementen Asie S A 17,82,348 4.41 0.00 17,82,348 4.41 0.00 0.00
4 STEL Holdings Limited 13,72,835 3.39 0.00 13,72,835 3.39 0.00 0.00
Sr.
Shareholders Name Shareholding at the beginning of the year 01.04.2016 Shareholding at the end of the year 31.03.2017
No.
No. of Shares % of total Shares of % of Shares No. of Shares % of total Shares of % of Shares % change in
the company Pledged/ the company Pledged/ shareholding
encumbered to encumbered to during the year
total shares total shares
5 Summit Securities Limited 9,59,125 2.37 0.00 9,59,125 2.37 0.00 0.00
6 Swallow Associates LLP 44,84,624 11.09 0.00 44,84,624 11.09 0.00 0.00
7 Mr. Harsh Vardhan Goenka 1,33,932 0.33 0.00 1,33,932 0.33 0.00 0.00
8 Mr. Anant Vardhan Goenka 14,185 0.04 0.00 14,185 0.04 0.00 0.00
9 Sudarshan Electronics And TV Limited 0 0.00 0.00 1 0.00 0.00 0.00
10 Harsh Vardhan Goenka (in the Capacity of
1 0.00 0.00 1 0.00 0.00 0.00
Trustee of Secura India Trust)
11 Harsh Vardhan Goenka (in the Capacity of
1 0.00 0.00 1 0.00 0.00 0.00
Trustee of Steller Energy Trust)
12 Harsh Vardhan Goenka (in the Capacity of
1 0.00 0.00 1 0.00 0.00 0.00
Trustee of Nucleus Life Trust)
13 Harsh Vardhan Goenka (in the Capacity of
1 0.00 0.00 1 0.00 0.00 0.00
Trustee of Crystal India Tech Trust)
14 Harsh Vardhan Goenka (in the Capacity of
1 0.00 0.00 1 0.00 0.00 0.00
Trustee of Monitor Portfolio Trust)
15 Harsh Vardhan Goenka (in the Capacity of
0 0.00 0.00 1 0.00 0.00 0.00
Trustee of Prism Estates Trust)
2,05,33,742 50.77 0.00 2,05,33,744 50.77 0.00 0.00
*The name of the Company has been changed from Chattarpati Investments Limited to Chattarpati Apartments Limited w.e.f. November 18, 2013, in accordance with the Fresh Certificate of Incorporation consequent upon change
of name issued by the Registrar of Companies, Maharashtra, Mumbai. Further Chattarpati Apartments Limited was converted into a Limited Liability Partnership on July 25, 2014 vide Certificate of Registration on conversion of
Chattarpati Apartments Limited to Chattarpati Apartments LLP issued by the Registrar of Companies, Maharashtra, Mumbai. (*) Shareholding has been reported based on Common PAN irrespective of the Sub-Account
CORPORATE OVERVIEW

ANNUAL REPORT 2016-17


91
FINANCIAL STATEMENTS
STATUTORY REPORTS

BOARDS REPORT

iii) Change in Promoters Shareholding (please specify, if there is no change)

Sr. Shareholding at the Date Increase/ Reason Cumulative


No. beginning of the year decrease in Shareholding during
01.04.2016 / end of the shareholding the year
year 31.03.2017
No. of % of total No. of % of total
Shares shares Shares shares
of the of the
Company Company
At the beginning of
2,05,33,742 50.77 01.04.2016 - - 2,05,33,742 50.77
the year
Date wise Increase/
Decrease in Promoters
Shareholding during the
year specifying the reasons
for Increase/decrease (e.g.
allotment/transfer/bonus/
sweat equity etc.) :
1 Sudarshan Electronics 1 - 08.04.2016 Increase Market
And TV Limited Purchase 1 -
2 Harsh Vardhan Goenka (in 1 - 20.01.2017 Increase Market
the Capacity of Trustee of Purchase 1 -
Prism Estates Trust)
At the End of the year 2,05,33,744 50.77 31.03.2017 2,05,33,744 50.77

iv) Shareholding pattern of top ten Shareholders as on March 31, 2017 (other than Directors, Promoters
and Holders of GDRs and ADRs)
Sr. For Each of the Shareholding at the Date Increase/ Reason Cumulative Shareholding
No. Top 10 Shareholders beginning of the year (Decrease) in during the year
01.04.2016 / end of the year shareholding
31.03.2017
No. of shares % of total No. of % of total
shares of the shares shares of the
Company Company
1 Jwalamukhi Investment 18,20,944 4.50 01.04.2016
Holdings
- - 24.03.2017 14,32,897 Market 32,53,841 8.04
Purchase
32,53,841 8.04 31.03.2017
2 Amansa Holdings Private 0 0.00 01.04.2016
Limited
- - 09.09.2016 7,75,799 Market 7,75,799 1.92
Purchase
- - 16.09.2016 2,85,738 Market 10,61,537 2.62
Purchase
- - 23.09.2016 3,39,727 Market 14,01,264 3.46
Purchase
- - 30.09.2016 6,98,620 Market 20,99,884 5.19
Purchase
- - 10.03.2017 (1,20,163) Market Sale 19,79,721 4.89
- - 17.03.2017 (4,00,107) Market Sale 15,79,614 3.91
15,79,614 3.91 31.03.2017
3 Westbridge Crossover 14,21,375 3.51 01.04.2016 - - - -
fund, LIC 14,21,375 3.51 31.03.2017 - - - -

92 CEAT LIMITED
CORPORATE OVERVIEW FINANCIAL STATEMENTS

Sr. For Each of the Shareholding at the Date Increase/ Reason Cumulative Shareholding
No. Top 10 Shareholders beginning of the year (Decrease) in during the year
01.04.2016 / end of the year shareholding
31.03.2017
No. of shares % of total No. of % of total
shares of the shares shares of the
Company Company
4 Mirae Asset Tax Saver 5,15,331 1.27 01.04.2016
Fund
29.04.2016 15,000 Market 5,30,331 1.31
Purchase
06.05.2016 (75,000) Market Sale 4,55,331 1.13
13.05.2016 (80,000) Market Sale 3,75,331 0.93
20.05.2016 (45,789) Market Sale 3,29,542 0.81
27.05.2016 (30,000) Market Sale 2,99,542 0.74
24.06.2016 1,25,000 Market 4,24,542 1.05
Purchase
Market
30.06.2016 20,000 4,44,542 1.10
Purchase
Market
01.07.2016 1,15,000 5,59,542 1.38
Purchase
Market
08.07.2016 60,000 6,19,542 1.53
Purchase
15.07.2016 (45,000) Market Sale 5,74,542 1.42
Market
09.08.2016 1,20,000 6,94,542 1.72
Purchase
Market
12.08.2016 20,000 7,14,542 1.77
Purchase
Market
26.08.2016 30,000 7,44,542 1.84
Purchase
Market
02.09.2016 1,19,000 8,63,542 2.13
Purchase
Market
09.09.2016 95,000 9,58,542 2.37
Purchase
23.09.2016 (50,000) Market Sale 9,08,542 2.25
30.09.2016 (25,000) Market Sale 8,83,542 2.18
Market
11.11.2016 67,500 9,51,042 2.35
Purchase
Market
18.11.2016 20,000 9,71,042 2.40
Purchase
23.12.2016 (2,98,000) Market Sale 6,73,042 1.66
Market
03.02.2017 52,000 7,25,042 1.79
Purchase
Market
10.02.2017 70,000 7,95,042 1.97
Purchase
Market
17.02.2017 1,16,849 9,11,891 2.25
Purchase
Market
24.02.2017 15,000 9,26,891 2.29
Purchase
Market
03.03.2017 1,39,000 10,65,891 2.64
Purchase
Market
10.03.2017 95,000 11,60,891 2.87
Purchase
Market
17.03.2017 55,000 12,15,891 3.01
Purchase
Market
24.03.2017 18,000 12,33,891 3.05
Purchase
Market
31.03.2017 65,000 12,98,891 3.21
Purchase
13,28,891 3.21 31.03.2017

ANNUAL REPORT 2016-17 93


STATUTORY REPORTS

BOARDS REPORT

Sr. For Each of the Shareholding at the Date Increase/ Reason Cumulative Shareholding
No. Top 10 Shareholders beginning of the year (Decrease) in during the year
01.04.2016 / end of the year shareholding
31.03.2017
No. of shares % of total No. of % of total
shares of the shares shares of the
Company Company
5 Reliance Strategic 0 0.00 01.04.2016
Investments Limited
Market
23.12.2016 1,25,611 1,25,611 0.31
Purchase
Market
20.01.2017 2,48,000 3,73,611 0.92
Purchase
Market
03.02.2017 41,000 4,14,611 1.02
Purchase
Market
17.03.2017 42,000 4,56,611 1.13
Purchase
4,56,611 1.13 31.03.2017
6 Dimensional Emerging 6,98,892 1.73 01.04.2016
Markets Value Fund
08.07.2016 (37,650) Market Sale 6,61,242 1.63
15.07.2016 (49,858) Market Sale 6,11,384 1.51
22.07.2016 (30,439) Market Sale 5,80,945 1.44
04.11.2016 (61,430) Market Sale 5,19,515 1.28
11.11.2016 (17,352) Market Sale 5,02,163 1.24
24.03.2017 (47,510) Market Sale 4,54,653 1.12
31.03.2017 (23,930) Market Sale 4,30,723 1.06
4,30,723 1.06 31.03.2017
7 Hsbc Global Investment 0 0.00 01.04.2016
Funds - Asia Ex
Japan Equity Smaller
Companies
Market
02.12.2016 45,151 45,151 0.11
Purchase
Market
16.12.2016 2,07,733 2,52,884 0.63
Purchase
Market
23.12.2016 48,250 3,01,134 0.74
Purchase
Market
10.02.2017 80,309 3,81,443 0.94
Purchase
Market
24.02.2017 62,692 4,44,135 1.10
Purchase
Market
03.03.2017 62,855 5,06,990 1.25
Purchase
Market
17.03.2017 50,951 5,57,941 1.38
Purchase
31.03.2017 (1,52,877) Market Sale 4,05,064 1.00
4,05,064 1.00 31.03.2017

94 CEAT LIMITED
CORPORATE OVERVIEW FINANCIAL STATEMENTS

Sr. For Each of the Shareholding at the Date Increase/ Reason Cumulative Shareholding
No. Top 10 Shareholders beginning of the year (Decrease) in during the year
01.04.2016 / end of the year shareholding
31.03.2017
No. of shares % of total No. of % of total
shares of the shares shares of the
Company Company
8 Tata Young Citizens 0 0.00 01.04.2016
Fund(*)
Market
23.09.2016 2,10,500 2,10,500 0.52
Purchase
Market
30.09.2016 81,230 2,91,730 0.72
Purchase
Market
11.11.2016 62,200 3,53,930 0.87
Purchase
18.11.2016 (71,700) Market Sale 2,82,230 0.70
25.11.2016 (1,70,230) Market Sale 1,12,000 0.28
13.01.2017 (20,000) Market Sale 92,000 0.23
Market
10.02.2017 46,000 1,38,000 0.34
Purchase
Market
24.02.2017 37,000 1,75,000 0.43
Purchase
Market
03.03.2017 1,16,900 2,91,900 0.72
Purchase
Market
17.03.2017 20,000 3,11,900 0.77
Purchase
Market
31.03.2017 59,500 3,71,400 0.92
Purchase
3,71,400 0.92 31.03.2017
9 The New India Assurance 3,55,859 0.88 01.04.2016
Company Limited
Market
10.06.2016 15,595 3,71,454 0.92
Purchase
Market
17.06.2016 51,453 4,22,907 1.05
Purchase
Market
24.06.2016 32,952 4,55,859 1.13
Purchase
Market
26.08.2016 15,078 4,70,937 1.16
Purchase
18.11.2016 (7,000) Market Sale 4,63,937 1.15
25.11.2016 (3,500) Market Sale 4,60,437 1.14
02.12.2016 (39,500) Market Sale 4,20,937 1.04
27.01.2017 (3,000) Market Sale 4,17,937 1.03
03.02.2017 (69,263) 3,48,674 0.86
3,48,674 0.86 31.03.2017
10 Emerging Markets 3,30,574 0.82 01.04.2016
Core Equity Portfolio
(The Portfolio) Of Dfa
Investment Dimensions
Group Inc. (Dfaidg)
3,30,574 0.82 31.03.2017
*Note: The shares of the Company are traded on daily basis. Hence the date wise increase/ decrease in the shareholding of the above shareholders are consolidated based on
the Permanent Account Number (PAN) of the shareholder.

ANNUAL REPORT 2016-17 95


STATUTORY REPORTS

BOARDS REPORT

v) Shareholding of Directors and Key Managerial Personnel:


Name : Mr. Paras K. Chowdhary, Director
Sr. Shareholding at the Cumulative Shareholding
No. Beginning of the year during the year
% of total shares % of total shares of
For Each of the Directors and KMP No. of Shares No. of Shares
of the Company the Company
1 At the beginning of the year 3,000 0.01 3,000 0.01
2 Date wise Increase/Decrease in Promoters
Shareholding during the year specifying the
Nil - - -
reasons for Increase/decrease (e.g. allotment/
transfer/bonus/sweat equity etc.) :
3 At the End of the year 3,000 0.01 3,000 0.01

Name : Mr. Arnab Banerjee, Director


Sr. Shareholding at the Cumulative Shareholding
No. Beginning of the year during the year
% of total shares % of total shares of
For Each of the Directors and KMP No. of Shares No. of Shares
of the Company the Company
1 At the beginning of the year 7 0.00 7 0.00
2 Date wise Increase/Decrease in Promoters
Shareholding during the year specifying the
Nil - - -
reasons for Increase/decrease (e.g. allotment/
transfer/bonus/sweat equity etc.) :
3 At the End of the year 7 0.00 7 0.00

Note:
i) No other Director hold shares in the Company except Mr. H. V. Goenka, Chairman and Mr. Anant Vardhan Goenka, Managing
Director, who are also the promoters of the Company and whose holdings have been given in promoter holding column of
this form.
ii) Mr. Kumar Subbiah, Chief Financial Officer and Ms. Shruti Joshi, Company Secretary, Key Managerial Personnel, do not hold
any share of the Company in their own name.

V) INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans Unsecured Deposits Total


excluding loans Indebtedness
deposits
Indebtedness at the beginning of the Financial year
i) Principal Amount 58,113.49 3,830.93 3,415.85 65,360.27
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 242.17 0 173.08 415.25
Total (i+ii+iii) 58,355.66 3,830.93 3,588.93 65,775.52
Change in Indebtedness during the Financial year
Addition (Includes only Principal) 45,374.75 30,000 0 75,374.75
Reduction (Includes only Principal) (31,590.02) (27,942.06) (3,415.65) (62,947.73)
Net Changes 13,784.73 2,057.94 (3,415.65) 12,427.02
Indebtedness at the end of the Financial year
i) Principal Amount 71,898.22 5,888.87 0.20 77,787.29
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 640.32 0 2.96 643.28
Total (i +ii +iii) 75,038.74 3,388.87 2.96 78,430.57

96 CEAT LIMITED
CORPORATE OVERVIEW FINANCIAL STATEMENTS

VI) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL


A. REMUNERATION TO MANAGING DIRECTOR, WHOLE- TIME DIRECTORS AND/OR MANAGER
Sr. Particulars of Remuneration Mr. Anant Vardhan Mr. Arnab Banerjee, Total Amount
No. Goenka, MD Executive Director
1 Gross Salary
a) Salary as per provisions contained in section 17(1)
2,33,43,946 5,45,41,019
of the Income Tax Act, 1961 3,11,97,073
b) Value of perquisites u/s 17(2) Income-tax Act, 1961 31,11,114 2,53,308 33,64,422
c) P
 rofits in lieu of salary under section 17(3) Income-
tax Act, 1961
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -
As % of profit
Others, specify
5 Other please specify (retiral benefits) 22,94,710 9,78,477 32,73,187
Total (A) 3,66,02,897 2,45,75,731 6,11,78,628
Ceiling as per the Act 49,77,05,288

B. REMUNERATION TO OTHER DIRECTORS


Particulars of Remuneration Name of Director Total Amount

Mr. Mahesh Mr. S. Mr. Haigreve Mr. Atul Mr. Vinay Ms. Punita Mr. K. R. Mr. Ranjit
Gupta Doreswamy Khaitan Choksey Bansal Lal Podar@ Pandit#
Independent Directors
Fee for attending board/
committee meetings 9,50,000 9,50,000 5,00,000 6,00,000 9,20,000 6,00,000 - 45,20,000
Commission 5,50,000 5,50,000 5,50,000 5,50,000 5,50,000 5,50,000 4,75,000 - 37,75,000
Others, please specify
Total (1) 15,00,000 15,00,000 10,50,000 11,50,000 14,70,000 11,50,000 4,75,000 82,95,000
Mr. H. V. Mr. Hari Mr. Paras K.
Goenka Mundra Chowdhary**
Other Non-Executive Directors
Fee for attending board
committee meetings 6,00,000 7,65,000 6,65,000 - - - - - 20,30,000
Commission 4,32,25,000 5,50,000 5,50,000 - - - - - 4,43,25,000
Others ,please specify
Total (2) 4,38,25,000 13,15,000 12,15,000 - - - - - 4,63,55,000
Total (B) = (1+2) 4,53,25,000 28,15,000 22,65,000 11,50,000 14,70,000 11,50,000 4,75,000 - 5,46,50,000
Total Managerial
5,46,50,000
Remuneration
Overall Ceiling as per the Act* 4,97,70,529
*Sitting Fees have not been considered as a component for reckoning as per the Companies Act, 2013
** Mr. Paras K. Chowdhary was appointed as an Independent Director w.e.f. August 9, 2016.
# Mr. Ranjit V. Pandit has waived off his right to receive remuneration include sitting fees and commission from the Company.
@ Mr. K. R. Podar ceased to be a Director of the Company with effect from February 9, 2017.

ANNUAL REPORT 2016-17 97


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BOARDS REPORT

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sr.
Particulars of Remuneration Key Managerial Personnel
No.
1 Gross Salary Mr. Manoj Mr. Kumar Mr. H. N. Ms. Shruti Total
Jaiswal(CFO) Subbiah (CFO) Singh Rajpoot Joshi
Period from Period from (Company (Company
1.04.2016- 16.01.2017- Secretary) Secretary)
15.01.2017 31.03.2017 Period from Period from
1.04.2016- 1.09.2016-
31.08.2016 31.03.2017
a)Salary as per provisions contained
in section 17(1) of the Income Tax 1,51,59,313 27,83,985 41,31,420 18,66,368 2,39,41,086
Act, 1961
b)Value of perquisites u/s 17(2)
26,869 3,145 6,250 19,950 56,214
Income-tax Act, 1961
c)Profits in lieu of salary under section
- - - - -
17(3) Income-tax Act, 1961
2 Stock Option - - - - -
3 Sweat Equity - - - - -
Commission
4 As % of profit - - - - -
Others, specify
5 Other please specify (Retiral Benefits) 5,33,579 1,13,753 2,67,251 78,506 9,93,090
Total (A) 1,57,19,761 29,00,883 44,04,921 19,64,824 2,49,99,390

VII) PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES


Type Section of the Brief Description Details of Authority [RD/ Appeal made, if
Companies Act penalty/ NCLT/COURT] any(give Details)
punishment/
Compounding
fees imposed
A. Company
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil
B. Directors
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil
C. Other Officers in Default
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil

On behalf of the Board of Directors

H. V. Goenka
Chairman
Place: Mumbai
Date: April 28, 2017

98 CEAT LIMITED
CORPORATE OVERVIEW FINANCIAL STATEMENTS

ANNEXURE E plant area buildings at Nagpur Plant.


ANNEXURE TO THE BOARDS REPORT Complete Plan has been provided with LED Lights at
CONSERVATION OF ENERGY, TECHNOLOGY Nagpur
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO (b) 
Additional investments / Proposals for reduction of
Consumption of energy.
[Pursuant to Section 134(3)(m) of The Companies Act, 2013  Installation of Magnetic Induction Lighting (100
read with Rule 8(3) of The Companies (Accounts) Rules, 2014]:- nos.) at Mumbai Plant.
Pneumatically operated RAM Cylinder of Banburry
A. CONSERVATION OF ENERGY no. 02 converted to Hydraulically Operated RAM at
(a) 
The Company continued to give major emphasis on Mumbai Plant.
conservation of energy, and the measures taken during Cooling Tower Fan Motor to be controlled with VFD.
the previous years were continued. The efficiency of Replacement of Fluorescent Tube Rod / CFL by LED
energy utilization in each manufacturing unit is monitored at Nashik Plant.
at the corporate level every quarter, in order to achieve Installation of VFD for Boiler No.1 and 3 FD Fans at
effective conservation of energy. The significant energy Nashik Plant.
conservation measures during the year were:  Main air cut off valve through emergency for
maximum machines at Nashik Plant.
Replacement of existing obsolete Hot Water Pumps Auto control of all Mixing Mills water through Piston
(Savings 350 Units/Day). Valve at Nashik Plant.
Installation of Magnetic Induction Lighting (Savings Replacement of old ceiling fans by energy efficient
500 Units/ Day). fans at Nashik Plant.
Conversion of Flipper Machine (Savings 250 Units/ Auto On/Off Operation for OHT Pump at Nashik Plant
Day). Installation of Turbo Generators at Halol Plant
CFE in place of Mill for Bead Department (Savings Solar Panel installations on RCC Roof tops at Halol
350 Units/Day). Plant.
Separate Cooling Tower provided for Speciality
(Savings 500 Units/Day). B. TECHNOLOGY ABSORPTION AND FOREIGN
Slip Ring Motor Replacement with Induction Motor EXCHANGE EARNINGS AND OUTGO
in Banbury No.3(Savings 700 Units/Day). Research and Development (R&D)
CFE for BC application (Savings 400 Units/Day). 1. Specific areas in which R&D activities were
Installation of VFD Screw Type Air Compressor carried out by the Company:
(Saving of 500 KWH/Day). Research & Development activities were carried out
Installation of Saturated Steam Turbine (Average based on a 5 (five) year rolling roadmap, aligning
1800 KWH/Day generated). with company vision, with mid-term and long-term
Recovery of 12 Kg air through PCI (Saving of 600 views, using in-house and collaborative mode, in
KWH/Day). order to proactively achieve technological edge
Auto Operation of Boiler No.2 and 4 (Saving of 600 continuously. New technologies and New product
KWH/Day). developments were carried out in all the product
Replacement of Fluorescent Tube Rod by LED -1400 categories ranging from scooter tyres to giant
Nos. (Saving of 600 KWH/Day). earthmover tyres for customers like OEM, domestic
Provision of Insulation to Valves ,Flanges & main replacement and export markets. This included
steam headers to reduce heat loss. development of Key technologies such as new
Installation of energy efficient GEM Steam Trap. tread patterns and designs, new compounds and
WTP Pre & Post Pumping System upgradation with new processes, supporting technologies such
Energy Efficient Pumping System (Saving 190KWH/ as simulations and objective testing and timely
Day). development of products to meet the customer
Dedicate Instrument Air Compressor Usage (Saving requirements. Activities were also carried out
125 KWH/Day). to improve key performance characteristics
Non-curing Steam Reduction by replacement of TD such as durability, tread life, grip, ride, handling,
Trap by Float Trap at Mixer Oil Heating Tank rolling resistance, noise and extended mobility.
Solar Street Lights & Solar Roof top installed for non- Development of new designs, formulations, materials

ANNUAL REPORT 2016-17 99


STATUTORY REPORTS

BOARDS REPORT

and alternate sources were also done to meet of a pilot plant facility helped in the development of
specific performance and cost targets. Development puncture proof tyres and motorcycle radials.
and improvement of processes and equipment/
machineries was another key area targeting quality, Projects taken up in objective testing and Simulation
consistency, productivity and energy efficiency. resulted in improved prediction capability of tyre
Several strategic collaborative development traction, foot print, tyre rolling resistance and noise.
programs were carried out with premier research Drive for digitization and automation resulted in
institutes and global vendors on innovative significant progress in tyre designing area. A focused
technologies and materials. New investments in the approach to safeguard IP resulted in 4 Patents,
areas of predictive testing and advanced raw material during the year under review, thus totalling 10.
characterization resulted in significant technological
edge over competition. A skill development program 3. Future plan of action
through a newly formed Technical Academy was a Continued focus on passenger segment reinforces
unique approach for knowledge enhancement. the need for enhancing current capabilities in fuel
efficiency, grip, durability and noise. In a major effort
2. Benefits derived as a result of the above R&D to improve R&D capability in these areas, advanced
Several projects carried out by the R&D centre resulted testing equipments are added in Tyre testing and
in over 22% of turn over coming out of new products. Material development laboratories. Capability
The development programs with OEMs resulted in development of these equipments, which includes
product approvals and continuous supplies to many state of the art Flat Track machine for object oriented
leading OEMs including Honda, Suzuki, Yamaha, tyre testing, would be one of the key focuses this year.
Bajaj and Royal Enfield in two wheeler premium Meeting continuously evolving environmental, health
models upto 400CC, Renault, Hyundai and Maruti and safety standards is continue to be a key challenge.
in car radial tyres, Mahindra and Mahindra in SUV R&D centre is all set to meet these challenges through
and Daimler, Volvo and Eicher in Truck radial tyres. 6 a cross functional working approach with a highly
new product platforms were developed in PCR/ UVR motivated team, knowledge enhancement programs,
and 5 platforms in 2W with key value propositions to technology development initiatives and collaborative
meet the customer requirements of various market work with consultants and premium institutes
segments. This also resulted in 19 new projects with from India and Europe. Automisation, digitization
Hyundai, MSIL, Renault and Mahindra in PCR/UVR are continuing to be our key focus area and many
segment and Volvo Eicher in Truck radials. softwares are being added to meet this objective.
A new Research vertical is being added to focus on
CEAT PCR products launched in Italy got well basic research.
accepted and the product series is getting expanded
to other European countries with Summer and Efforts are being put to develop tyres for cars and
Winter product series. CUV/SUVs of premium OEMs of MNCs. Expanding
platforms for Europe mainly in all season and SUV
In Truck-Bus radial tyre category, two concern areas is going to be another focus area. Technology
of belt durability and bead durability were addressed development for super single Truck tyres, ultra
through innovative material and design technologies. high performance winter tyres, smarter products
This has resulted in significant customer acceptance. are planned. As far as performance improvement
is concerned, proactively addressing performance
CEAT launched its indigenously developed puncture gaps are going to be prime areas of focus. Various
safe series of tubeless two wheeler tyres, first time in technologies are being developed to improve tyre
selected markets in India. performance at nominal cost.

Dedicated efforts and focus on introducing novel raw In line with the Companys vision to focus on safety, a
materials and reinforcement materials and its processing new platform is being developed in two wheeler tyre
techniques, resulted in introducing many high category providing grip throughout the tyre life.
performing and cost effective approaches. Introduction

100 CEAT LIMITED


CORPORATE OVERVIEW FINANCIAL STATEMENTS

4. Expenditure on research and development b. Product Improvements:


(`in Lacs)  Continuous Improvement of product
2016-17 2015-16 performance through design, material and
formulation modifications. This also resulted
Capital 7,581.31 116.14
in reduction of carbon footprint contributing to
Recurring 5,594.12 5,106.78
sustainability initiatives.
Total 13,175.43 5,222.92

c. Cost reduction:
Technology absorption, adaptation and innovation New raw material development and alternative
1 Efforts, in brief, made towards technology and indigenous sources helped reducing
absorption, adaptation and innovation: cost. Development of economic formulations
 Partnership and product development with keeping performance in mind also yielded cost
automobile OEMs like MarutiSuzuki, Hyundai, reduction.
Renault, Honda, Yamaha, Bajaj, Royal Enfield,
Mahindra & Mahindra and Tata helped in taking- d. Import Substitution
up emerging challenges in automobile industry Indigenous development of raw materials with
and developing technological innovations to the help of advanced characterization facilities,
meet current and future customer requirements. process equipment, machinery, toolings
Strategic partnerships and external research and accessories resulted in substantial cost
projects with research institutions and global reduction and development time.
material and equipment/machinery suppliers
enabled us to innovate in many emerging areas of e. Process Development
materials, compounding and design technologies  In-house new process development and
to effectively apply in products and processes to improvement resulted in introduction of novel
improve performance , productivity , efficiency and products, improved consistency, productivity
also to meet customer specified requirements. and energy efficiency.


Sophisticated and modern experimentation 3 In case of imported technology (imported during
methods and simulation techniques helped us the last five years reckoned from the beginning of
in trying-out many innovative concepts in virtual the financial year) following information may be
mode in conceptual and prototyping stages to furnished: NA
improve performance and cut-down both cost and
development time. C. FOREIGN EXCHANGE EARNINGS AND OUTGO
(` in Lacs)
Joint Contracts and development projects were 2016-17 2015-16
initiated with consultants and domain experts
Foreign exchange Earned 77,589.48 72,703.69
from Europe and Japan. The area of work
included development of new Product Patterns Foreign exchange used 1,44,251.90 1,57,634.78
and Designs, Advanced material technology,
Process development and simulation capability On behalf of the Board of Directors
development.

2 Benefits of the above are: H. V. Goenka


a. Product Development: Chairman
Development of new tread patterns, designs,
materials, formulations meet specific customer Place: Mumbai
requirements of replacement, OEM and export Date: April 28, 2017
markets.

Launching of indigenously developed Puncture


Safe series for Tubeless motorcycle tyres.
Successful launch of Passenger radial tyres in
Europe meeting tyre Labeling requirements.

ANNUAL REPORT 2016-17 101


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BOARDS REPORT

ANNEXURE F
PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 134(3(q) OF THE COMPANIES ACT, 2013
READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014

Particulars
(i) the ratio of the remuneration of each director to the median Mr. H. V. Goenka 91.47
remuneration of the employees of the Company for the financial Mr. Anant Vardhan Goenka 51.29
year; Mr. Arnab Banerjee 51.29
Mr. Hari L. Mundra 2.74
Mr. Paras K. Chowdhary 2.54
Mr. Mahesh S. Gupta 3.13
Mr. S. Doreswamy 3.13
Mr. Haigreve Khaitan 2.19
Mr. Atul C. Choksey 2.40
Mr. K. R. Podar 0.99
Mr. Vinay Bansal 3.07
Ms. Punita Lal 2.40
(ii) the percentage Increase / (Decrease) in remuneration of each Mr. Anant Vardhan Goenka, MD : 13%
Director, Chief Financial Officer, Chief Executive Officer, Company Mr. Arnab Banerjee, ED : 14%
Secretary or Manager, if any, in the financial year; Mr. Kumar Subbiah, CFO : 25%
(appointed w.e.f. January 16, 2017)
Ms. Shruti Joshi, CS : 22%
(appointed w.e.f. September 1, 2016)
(iii) the percentage Increase in the median remuneration of employees 1.30%
in the financial year;
(iv) the number of permanent employees on the rolls of Company; 5,580 Employees as on March 31, 2017
(v) average percentile increase already made in the salaries of The average increase in salaries of
employees other than the managerial personnel in the last employees during FY2016-17 was 6.53% as
financial year and its comparison with the percentile increase in against an increase of 13% in the salary of
the managerial remuneration and justification thereof and point Managing Director.
out if there are any exceptional circumstances for increase in the
The increment given to each employee is
managerial remuneration;
based on performance of the individual and
performance of the Company during the
financial year.
There is no exceptional increase in the
managerial remuneration.
(vi) affirmation that the remuneration is as per the remuneration policy Remuneration paid during the FY 2016-17
of the Company. is as per the Remuneration Policy of the
Company

On behalf of the Board of Directors

H. V. Goenka
Chairman
Place: Mumbai
Date: April 28, 2017

102 CEAT LIMITED


CORPORATE OVERVIEW FINANCIAL STATEMENTS

ANNEXURE G (Listing Regulations).


Policy on Appointment, Training, Evaluation and
Remuneration of the Directors, Key Managerial h) Non Executive director (NED) in relation to
Personnel and Senior Managerial Personnel Company means a member of a Companys Board
1) Objective: of Directors who is not in whole-time employment of
a. Ensure Compliance of the applicable provisions of the the Company.
Companies Act 2013 (the Act), the erstwhile Listing
Agreement entered into with Stock Exchange (as i) Key Managerial Personnel (KMP) mean:
amended or re-enacted from time to time) and SEBI i.  The Chief Executive Officer (CEO) or the
(Listing Obligations and Disclosure Requirements) Managing Director(MD) or the Manager;
Regulations, 2015 (Listing Regulations) related ii. The Company Secretary;
to the Appointment, Training, Evaluation and iii. The Whole- time Director;
Remuneration of the Directors, Senior Management iv. The Chief Financial Officer (CFO); and
Personnel, including Key Managerial Personnel. v. Such other officer as may be prescribed by the
Board of Directors from time to time.
b. To adopt best practices and achieve good Corporate
Governance as well as long term value creation for j) Senior Management Personnel (SMP) in relation
stakeholder. to Company includes all the employees of the
Company at Senior Vice-President Grade and above.
2) Constitution of the Nomination and Remuneration
Committee: Unless the context otherwise requires, words and
 The Board has constituted the Nomination and expressions under in this policy and not defined
Remuneration Committee (NRC) on 8th April, 2014 as per herein but defined in the Companies Act, 2013, as
Companies Act, 2013 (the Act). may be amended from time to time, shall have the
meaning respectively assigned to them therein.
3) Definition:
a) Act means the Companies Act, 2013 and Rules 4) Diversity in the Board Of Directors:
framed thereunder, as amended from time to time. Diversity refers to the variety of attributes of diverse nature
between people and encompasses acceptance, respect
b) Board means Board of Directors of the Company. and an understanding that each individual is unique.
These differences can include age, gender, ethnicity,
c) Company means CEAT Limited. physical abilities, marital status, ideologies, background,
knowledge and skills.
d) Directors means Directors of the Company.
5) Requirement relating to appointment of Directors:
e) Managing Director (MD) means a Director who, i. The Company shall appoint only those persons
by virtue of the Articles of the Company or an who possess requisite qualifications and experience
agreement with the Company or a resolution passed and positive attributes within overall framework of
in its general meeting, or by its Board of Directors, is diversity and are able to provide policy direction
entrusted with substantial powers of management to the Company, including directions on good
of the affairs of the Company and includes a director Corporate Governance. Prior experience of being a
occupying the position of managing, by whatever CEO, MD or a WTD of any company shall be given
name called. importance while considering appointment.

f) Whole time director (WTD) in relation to Company ii. Additional requirements for appointment of Audit
means and includes a director in whole time Committee member:
employment of the Company.
a) 
He/she should be financially literate and
g) Independent Director (ID) in relation to Company possess the ability to read and understand
shall have the same meaning as defined under basic financial statements i.e. Balance Sheet,
Section 149(6) of the Act and Clause 49 of the Statement of Profit and Loss and Cash Flow
erstwhile Listing Agreement/SEBI (Listing Obligations Statement.
and Disclosure Requirements) Regulations, 2015

ANNUAL REPORT 2016-17 103


STATUTORY REPORTS

BOARDS REPORT

b) 
He/she should have accounting or related iv.  ay dividend already declared by the said
P
financial management expertise. A person will Company, and such defaults continue for
be considered to have accounting or related one year or more.
financial management expertise if he/she
possesses experience in finance or accounting iv. Automatic vacation of the office:
or requisite professional certification in
accounting, or any other comparable A Director shall automatically vacate his office in the
experience or background which results in the following cases:
financial sophistication.
a) He/she attracts any disqualification prescribed
c) He/she is or has been Chief Executive Officer herein above;
(CEO), Chief Financial Officer (CFO) or
other Senior Officer with financial oversight b) He/she absents from all the meetings of the
responsibilities. Board of Directors held during a period of
twelve months with or without seeking leave of
iii. Disqualifications: absence of the Board of Directors;

Any person to be appointed as Director shall not c) He/she acts in contravention of the provisions of
possess the following disqualifications prescribed in Section 184 relating to entering into contracts
Section 164 (1) of the Companies Act, 2013: or arrangements in which he is directly or
indirectly interested;
a) He/she shall not be less than 21 years of age.
d) 
He/she fails to disclose his interest in any
b) He/she shall not be of unsound mind nor stand contract or arrangement in which he is directly
so declared by a competent court. or indirectly interested, in contravention of the
provisions of Section 184.
c) He/she shall not be an undischarged insolvent.
v. Applicability of Policies:
d) He/she has not applied to be adjudicated as an
insolvent and his/her application is pending. All persons appointed as Directors of the Company,
including the MD and the Executive Director(s), KMPs
e) 
He/she has not been convicted of an and SMPs shall ensure compliance with the Policies
offence, whether involving moral turpitude or and Procedures adopted by the Company, from time
otherwise, and sentenced in respect thereof to to time such as the Code of Conduct for Directors
imprisonment for not less than six months and and Senior Management Personnel, the Code of Fair
a period of five years has not elapsed from the Disclosure Conduct (For Regulating, Monitoring and
date of expiry of the sentence. Reporting of Trading by Insiders), Whistle Blower
Policy, Code of Corporate Governance and Ethics or
f) A person shall however not be appointed as any other Companys policy applicable to them.
director of the Company, if he is a director in a
Company which has failed to: 6) Appointment of KMPs/SMPs:
a) The appointment of the MD, CEO, WTD and the
i. 
File Financial Statements or Annual CS shall be approved by the Board of Directors by
Returns for any continuous period of three means of a resolution.
financial years;
b) The appointments of SMP shall be approved by
ii. Repay deposits or pay interest thereon on MD on recommendation of the Human Resources
due date; Department (HRD).

iii. Redeem debentures on due date or pay 7) Evaluation of Performance:


interest due thereon; a) The NRC shall carry out the evaluation of performance
of every Director as under:

104 CEAT LIMITED


CORPORATE OVERVIEW FINANCIAL STATEMENTS

Before re-appointment of Executive and Non- c) 


Remuneration payable to KMPs shall be
Executive Directors. recommended by NRC considering evaluation
At the time of recommendation of any mechanism and guiding principles of remuneration
remuneration payable to Executive and Non- as mentioned in the Policy.
Executive Directors or changes therein.
At such time, as the applicable laws or the d) 
The remuneration paid to the SMPs shall be
circumstances may require. determined by the MD considering the evaluation
mechanism.
b) The evaluation of KMPs and SMPs shall be carried
out by the MD, excluding himself/ herself and the e) The NRC may consider grant of Stock options to
WTD. KMPs and SMPs pursuant to any Stock Option Plan
adopted by the Company.
8. Remuneration to NEDs, KMPs and SMPs:
a) The remuneration of MD and WTD shall be proposed f) The IDs shall not be eligible for any Stock Options,
by the NRC and subsequently approved by the Board pursuant to any Stock Option Plan adopted by the
of Directors and the shareholders of the Company, Company.
whenever required.
9. Directors and Officer Liability Insurance:
b) The NEDs shall be entitled to receive the following The Company shall provide an insurance cover to NEDs,
within overall limits prescribed in the Companies Act, KMPs and SMPs for indemnifying them against any liability
2013: in respect of any negligence, default, misfeasance, breach
Sitting fees as may be decided by the Board of duty or breach of trust shall not be treated as a part of
of Directors from time to time for attending the remuneration paid to them.
meeting of the Board and Committee thereof.
 Payment of Commission as upto the limits
permitted under Section 197 and also approved
by the shareholders from time to time.

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STATUTORY REPORTS

BOARDS REPORT

ANNEXURE H (v) 
The following Regulations and Guidelines prescribed
under the Securities and Exchange Board of India Act,
1992 (SEBI Act)
Form No. MR-3
SECRETARIAL AUDIT REPORT (a) 
The Securities and Exchange Board of India
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2017 (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
(Pursuant to Section 204 (1) of the Companies Act, 2013 and (b) Securities and Exchange Board of India (Prohibition
rule No. 9 of the Companies of Insider Trading) Regulations, 2015;
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014) (c) The Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations,
To, 2009;
The Members, (d) 
The Securities and Exchange Board of India
CEAT Limited (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999 and
We have conducted the Secretarial Audit of the compliance The Securities and Exchange Board of India ( Share
of applicable statutory provisions and the adherence to good Based Employee Benefits) Regulations, 2014; (Not
corporate practices by CEAT Limited (hereinafter called the applicable to the Company during the audit period)
Company). Secretarial Audit was conducted in a manner that
provided us a reasonable basis for evaluating the corporate (e) The Securities and Exchange Board of India (Issue
conducts/statutory compliances and expressing our opinion and Listing of Debt Securities) Regulations, 2008;
thereon. (f) 
The Securities and Exchange Board of India
(Registrars to an Issue and Share Transfer Agents)
Based on our verification of the Companys books, papers, Regulations, 1993 regarding the Companies Act and
minute books, forms and returns filed and other records dealing with client; (Not applicable to the Company
maintained by the Company, the information provided by the during the audit period)
Company, its officers, agents and authorised representatives
during the conduct of secretarial audit, the explanations and (g) 
The Securities and Exchange Board of India
clarifications given to us and the representations made by (Delisting of Equity Shares) Regulations, 2009; (Not
the Management, we hereby report that in our opinion, the applicable to the Company during the audit period)
Company has, during the audit period covering the financial and
year ended on 31st March, 2017 generally complied with the (h) 
The Securities and Exchange Board of India
statutory provisions listed hereunder and also that the Company (Buyback of Securities) Regulations, 1998; (Not
has proper Board processes and compliance mechanism in applicable to the Company during the audit period)
place to the extent, in the manner and subject to the reporting
made hereinafter: (vi) Other laws applicable specifically to the Company namely:
a. The Rubber Act, 1947 and the Rubber Rules, 1955.
We have examined the books, papers, minute books, forms
We have also examined compliance with the
and returns filed and other records made available to us and
applicable clauses of the following:
maintained by the Company for the financial year ended on
31st March, 2017 according to the provisions of: (i) Secretarial Standards issued by The Institute of
Company Secretaries of India with respect to
(i) The Companies Act, 2013 (the Act) and the rules made
board and general meetings.
thereunder;
(ii) The Listing Agreements entered into by the
(ii) The Securities Contract (Regulation) Act, 1956 (SCRA)
Company with BSE Limited and National
and the rules made thereunder;
Stock Exchange of India Limited read with
(iii) The Depositories Act, 1996 and the Regulations and Bye- the SEBI (Listing Obligations and Disclosure
laws framed thereunder; Requirements) Regulations, 2015.
(iv) Foreign Exchange Management Act, 1999 and the rules During the period under review, the Company
and regulations made thereunder to the extent of Foreign has complied with the provisions of the Act,
Direct Investment, Overseas Direct Investment and Rules, Regulations, Guidelines, standards etc.
External Commercial Borrowings; mentioned above.

106 CEAT LIMITED


CORPORATE OVERVIEW FINANCIAL STATEMENTS

We further report that: We further report that during the audit period no events
occurred which had bearing on the Companys affairs in
The Board of Directors of the Company is duly constituted with pursuance of the above referred laws, rules, regulations,
proper balance of Executive Directors, Non-Executive Directors guidelines etc.
and Independent Directors. The changes in the composition of
the Board of Directors that took place during the period under For Parikh & Associates
review were carried out in compliance with the provisions of Company Secretaries
the Act.
Place: Mumbai
Adequate notice was given to all directors to schedule the Date: April 28, 2017
Board Meetings, agenda and detailed notes on agenda were
sent at least seven days in advance, and a system exists for Signature:
seeking and obtaining further information and clarifications
on the agenda items before the meeting and for meaningful P. N. Parikh
participation at the meeting. Partner
FCS No: 327 CP No: 1228
Decisions at the Board Meetings were taken unanimously.
This Report is to be read with our letter of even date which
We further report that there are adequate systems and is annexed as Annexure A and Forms an integral part of this
processes in the Company commensurate with the size and report.
operations of the Company to monitor and ensure compliance
with applicable laws, rules, regulations and guidelines.

Annexure A
To,
The Members
CEAT Limited

Our report of even date is to be read along with this letter.


1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an
opinion on these secretarial records based on our audit.
2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness
of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in
Secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Where ever required, we have obtained the Management representation about the Compliance of laws, rules and regulations
and happening of events etc.
5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of
management. Our examination was limited to the verification of procedure on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness
with which the management has conducted the affairs of the Company.

For Parikh & Associates


Company Secretaries

Signature:
P. N. Parikh
Place: Mumbai Partner
Date: April 28, 2017 FCS No: 327 CP No: 1228

ANNUAL REPORT 2016-17 107


STATUTORY REPORTS

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report, FY 2016-17, which forms are ably assisted by the Management Committee and
a part of Boards Report, is prepared pursuant to SEBI (Listing Operating Committee, which implement the decisions
Obligations and Disclosure Requirements) Regulations, 2015 and the strategic policies of the Board of Directors.
(the Listing Regulations). This report is for compliance with
the Listing Regulations. 1. Composition:
As on March 31, 2017, the Board of Directors of
I. COMPANY PHILOSOPHY the Company consisted of 12 (twelve) Directors of
The Companys philosophy on Corporate Governance whom, 2 (two) were Executive Directors and 10
mirrors its belief that principles of transparency, fairness (ten) were Non-Executive Directors.
and accountability towards the stakeholders are the pillars
of a good governance system. The Company believes The Chairman, Mr. H. V. Goenka is a Non-Executive
that the discipline of Corporate Governance pertains to Director. Mr. Anant Vardhan Goenka, Managing
systems, by which companies are directed and controlled, Director and Mr. Arnab Banerjee, Whole-time Director
keeping interests of members, while respecting interests (designated as the Executive Director- Operations)
of other stakeholders and society at large. It aims to align are the Executive Directors. Mr. H. V. Goenka,
interests of the Company with its members and other key Chairman is the father of Mr. Anant Vardhan Goenka,
stakeholders. Accordingly, this Companys philosophy Managing Director of the Company.
extends beyond what is being reported under this Report
and it has been the Companys constant endeavour to The Directors are eminent industrialists/professionals
attain the highest levels of Corporate Governance. with experience in industry/business/law and bring
with them the reputation of independent judgement
II. BOARD OF DIRECTORS and experience, which they exercise and also satisfy
The Board of Directors ensures that the Company runs the criteria of independence. However, the Board
its business on fair and ethical principles and plays an of Directors, adopting a more exacting view, has
important role in creation of value for its stakeholders, in decided to treat only the Directors, as indicated in the
terms of the RPG Code of Corporate Governance and para (2) below, as Independent Directors.
Ethics Policy adopted by the Company. All statutory
and other significant and material information including 2. 
Board Meetings held during the year and
information mentioned in Regulation 17(7) read with attendance thereat:
Part A of Schedule II of the Listing Regulations, is placed During the Financial Year ended March 31, 2017, 6
before the Board of Directors to enable them to discharge (six) meetings of the Board of Directors were held
their responsibilities of strategic supervision of the on April 27, 2016; July 28, 2016; November 7, 2016;
Company with due compliance of laws and as trustees December 16, 2016; February 7, 2017 and March
of stakeholders. The Managing Director and Executive 22, 2017. Details of Directors and their attendance in
Director are responsible for the day-to-day management the said Board Meetings and also at the last Annual
of the Company, subject to the supervision, direction and General Meeting are given below:
control of the Board of Directors. The Executive Directors

Name Category No. of Board Attendance No. of No. of Committee positions


Meetings at last AGM Directorships held in other public limited
attended held on in other public companies*
during the August 9, limited
year 2016 companies
Chairman Member**
Mr. H. V. Goenka Non-Executive/Non-Independent 6 Yes 6 - -
(Promoter)
Mr. Anant Vardhan Executive/Non-Independent 6 Yes 4 - -
Goenka (Promoter)
Mr. Arnab Banerjee Executive/Non-Independent 5 Yes 1 - -
Mr. Paras K. Chowdhary Non-Executive/Independent 6 Yes 3 1 2
Mr. Mahesh S. Gupta Non-Executive/Independent 6 Yes 4 1 4
Mr. Atul C. Choksey Non-Executive/Independent 6 No 7 1 1
Mr. S. Doreswamy Non-Executive/Independent 6 Yes 1 2 2

108 CEAT LIMITED


CORPORATE OVERVIEW FINANCIAL STATEMENTS

Name Category No. of Board Attendance No. of No. of Committee positions


Meetings at last AGM Directorships held in other public limited
attended held on in other public companies*
during the August 9, limited
year 2016 companies
Chairman Member**
Mr. Haigreve Khaitan Non-Executive/Independent 5 No 8 3 8
Mr. Hari L. Mundra Non-Executive/Non-Independent 5 No 3 1 3
Mr. K. R. Podar# Non-Executive/Independent 0 No - - -
Mr. Vinay Bansal Non-Executive/Independent 6 Yes - - -
Ms. Punita Lal Non-Executive/Independent 6 No 4 - -
Mr. Ranjit V. Pandit Non-Executive/Independent 5 Yes 3 - -
* Only Audit Committee, Stakeholders Relationship Committee is reckoned for this purpose.
** Membership in a Committee is inclusive of Chairmanship held by the Director.
#Resigned w.e.f. February 9, 2017

Details of the Directors proposed for Appointment/ Section 177 of Companies Act, 2013 (the Act) and
Re-appointment at the ensuing Annual General Meeting Regulation 18 (1) of the Listing Regulations applicable
of the Company: to the composition of the Audit Committee. The Audit
i) Mr. H. V. Goenka: Committee has 4 (four) members, Mr. Mahesh S. Gupta;
Mr. H. V. Goenka, aged 59 years, is the Group Chairman of Mr. S. Doreswamy; Mr. Hari L. Mundra and Mr. Vinay Bansal.
RPG Enterprises, one of the leading and oldest business All the members of the Audit Committee are financially
groups in India. The elder son of late Shri R. P. Goenka, literate as per the requirements of Listing Regulations. Mr.
founder of RPG Group, he has inherited two centuries Mahesh S. Gupta is the Chairman of the Committee who is
of entrepreneurial business acumen of the well-known an Independent Director.
Goenkas of Kolkata. He is a graduate in Economics
and an MBA from IMD, Switzerland. He has served as During the financial year ended March 31, 2017, 6 (six)
President of the Indian Merchants Chambers and as meetings of the Audit Committee were held on April 27,
member on the Executive Committee of the Federation 2016, July 28, 2016, November 7, 2016, December 16,
of Indian Chambers of Commerce and Industry (FICCI). 2016, February 6, 2017 and March 22, 2017.
He is currently a member of the Foundation Board of IMD,
Lausanne, Switzerland and the Chairman of Breach Candy Attendance at the Audit Committee Meetings:
Hospital Trust. Mr. Goenka has been on the Companys Name of the Member No. of Meetings attended
Board since 1981. Mr. Mahesh S. Gupta 6
Mr. S. Doreswamy 6
Other Directorships:
Mr. Hari L. Mundra 5
Bajaj Electricals Limited
Mr. Vinay Bansal 6
Raychem RPG Private Limited
RPG Enterprises Limited
Zensar Technologies Limited The requisite quorum was present at all meetings.
Spencer International Hotels Limited
KEC International Limited The terms of reference of Audit Committee included
RPG Life Sciences Limited the matters specified under Regulation 18 of Listing
Regulations as well as in Section 177 of the Act. The terms
Mr. Goenka is the Chairman of Special Investments/ of reference of the Audit Committee, inter alia, include the
Projects Committee of the Board of Directors of the following:
Company.
(a) To recommend the appointment/re-appointment/re-
III. COMMITTEES OF THE BOARD placement, remuneration and terms of appointment
(i) Audit Committee: of the Auditors of the Company.
The Company has complied with the requirements of

ANNUAL REPORT 2016-17 109


STATUTORY REPORTS

CORPORATE GOVERNANCE REPORT

(b) To review and monitor Auditors independence and (n) 


To oversee the Companys financial reporting
performance and effectiveness of audit process. process and disclosure of the financial information
to ensure that the financial statements are correct,
(c) To approve payment to Statutory Auditors for any sufficient and creditable.
other services rendered by Statutory Auditors.
(o) 
To review the Annual Financial Statements and
(d) To review effectiveness of the audit process and Auditors Report thereon with the Management
adequacy of the internal audit function, if any, before submitting the same to the Board particularly
including structure of the internal audit department, the following:
staffing and seniority of the official heading the
department, reporting structure coverage and I. Matters required to be included in the Directors
frequency of the internal audit. Responsibility Statement to be included in the
Boards Report in terms of Clause(c) of sub-
(e) 
To examine Financial Statements and Auditors section (3) of Section 134 of Companies Act,
Report thereon and for this purpose, to call, if 2013;
necessary, the comments of the Auditors about the
following: II. Changes, if any, in accounting policies and
(i) Internal control systems; practices and reasons for the same;

(ii) 
Scope of audit, including observations of III. Major accounting entries involving estimates
Auditors. based on the exercise of judgment by
management;
(f) 
To recommend the Financial Statements to the
Board for approval, after carrying out the procedure IV. Significant adjustments made in the financial
mentioned at (e) above. statements arising out of audit findings;

(g) To approve transactions of the Company with Related V. 


Compliance with listing and other legal
Parties, including any subsequent modifications. requirements relating to financial statements;

(h) To scrutinize inter-corporate loans and investments VI. Disclosure of any related party transactions;
made by the Company.
VII. Modified opinion (s) in the draft Audit Report.
(i) To carry out valuation of undertakings and the assets
of the Company, wherever it is necessary. (p) 
To review, with the Management, the Quarterly
Financial Statements before submission to the Board
(j) To evaluate the Internal Financial Controls and Risk for approval.
Management Systems.
(q) To review, with the management, the statement of
(k) To review, with the management, performance of uses/application of funds raised through an issue
Statutory and Internal Auditors, adequacy of the (public issue, rights issue, preferential issue, etc.), the
Internal control system. statement of funds utilized for purposes other than
those stated on the offer document/prospectus/
(l) To investigate into any matter specified under serial notice and the report submitted by the monitoring
nos. (a) to (k) above and any other matter referred to agency monitoring the utilization of proceeds of
it by the Board and for this purpose to obtain advise a public or rights issue, and making appropriate
of external professionals, if necessary, and accord recommendations to the Board to take up steps in
them full access to the information contained in the this matter.
records of the Company.
(r) To discuss with the Internal Auditors any significant
(m) To give personal hearing to the Auditors and key findings and follow-up thereon.
managerial personnel, if necessary, while reviewing
the Auditors Report.

110 CEAT LIMITED


CORPORATE OVERVIEW FINANCIAL STATEMENTS

(s) 
To review findings of any internal investigations, if applicable, submitted to stock
by the internal auditors into matters where there exchange(s) in terms of Regulation 32 (1)
is suspected frauds or irregularities or a failure of of the Listing Regulations.
internal control systems of a material nature and
reporting the matter to the Board. b) 
Annual statement of funds utilized for
purposes other than those stated in the
(t) To discuss with Statutory Auditors before the audit offer document/prospectus/notice in
commences, about the nature and scope of audit as terms of Regulation 32 (7) of the Listing
well as post-audit discussion to ascertain any area of Regulations.
concern.

The Audit Committee Meetings are also generally
(u) To look into the reasons for substantial defaults in attended by the representatives of Statutory Auditors,
the payment to the depositories, shareholders (in Internal Auditors, the Managing Director (MD), the
case of non-payment of declared dividends), deposit Chief Financial Officer, Head-Internal Audit and the Vice
holders, debenture holders and creditors. President-Accounts.

(v) 
To review the functioning of the Whistle Blower The Company Secretary functions as the Secretary of the
Mechanism. Committee.

(w) To approve appointment of Chief Financial Officer, The Minutes of the Meetings of the Audit Committee are
including the whole-time Finance Director, after discussed and taken note of by the Board of Directors.
assessing the qualifications, experience and
background, etc. of the candidate. As per Regulation 18(1) (d) of the Listing Regulations, the
Chairman of the Audit Committee shall be present at the
(x) To carry out any other function, as may be assigned Annual General Meeting (AGM) to answer shareholders
to Audit Committee pursuant to any amendments to queries. Mr. Mahesh S. Gupta, the Chairman of the Audit
the Listing Regulations and the applicable provisions Committee has attended the Annual General Meeting
of the Companies Act, 2013. of the Company held on August 9, 2016 to answer the
queries of the shareholders.
(y) To review the following information/document:
(ii) Nomination and Remuneration Committee (NRC):
i. 
Management discussion and analysis of  The Company through its Board of Directors has
financial condition and results of operation; constituted Nomination and Remuneration Committee
(hereinafter referred as NRC) in terms of Regulation 19 (1)
ii. 
Statement of significant related party of the Listing Regulations. The terms of reference of NRC
transactions(as defined by the Audit include the matters specified under Regulation 19 (4) the
Committee), submitted by management; Listing Regulations as well as in Section 178 of the Act.

iii. 
Management letter/letters of internal control The Committee comprises of 3 (three) members, Mr.
weakness issued by the Statutory Auditors; Mahesh S. Gupta; Mr. Paras K. Chowdhary and Mr. S.
Doreswamy. Mr. Mahesh S. Gupta is the Chairman of the
iv. Internal audit reports relating to internal control NRC, who is an Independent Director.
weakness; and
The Committee meets the criteria laid down in Section
v. 
The appointment, removal and terms of 178 of the Companies Act, 2013 and Regulation 19 of the
remuneration of the Chief Internal Auditor shall Listing Regulations.
be subject to review by the Audit Committee.
During the financial year ended March 31, 2017, 4 (Four)
vi. Statement of deviations: meetings of the NRC were held on April 27, 2016; July 6,
2016; December 16, 2016 and March 22, 2017.
a) 
Quarterly statement of deviation(s)
including report of monitoring agency,

ANNUAL REPORT 2016-17 111


STATUTORY REPORTS

CORPORATE GOVERNANCE REPORT

Attendance at NRC Meetings: (iii) 


Remuneration to Directors, Key Managerial
Personnel and Senior Management involves
Name of the Member No. of Meetings attended a balance between fixed and incentive pay
Mr. Mahesh S. Gupta 4 reflecting short and long term performance
Mr. S. Doreswamy 4 objectives appropriate to the working of the
Mr. Paras K. Chowdhary 4 Company and its goals.

The terms of reference of the NRC, inter alia, include the h) To recommend remuneration to be paid to a Director
following: for any service rendered by him to the Company
which are of a professional nature and provide an
a) To lay down criteria for determining qualifications, opinion, whether such Director possess the requisite
positive attributes and independence of a Director qualification for the practice of such profession.
and recommend to the Board of Directors a policy
relating to the remuneration of the Directors, Key i) Carrying out functions as delegated by the Board of
Managerial Personnel and other employees. Directors from time to time.

b) To formulate a criteria for evaluation of performance As per Regulation 19(3) of the Listing Regulations, the
of Independent Directors and the Board of Directors. Chairman of the NRC shall be present at the Annual
General Meeting (AGM) to answer shareholders queries.
c) To devise a policy on diversity of Board of Directors. Mr. Mahesh S. Gupta, the Chairman of the NRC has
attended the Annual General Meeting of the Company
d) To identify persons who are qualified to become held on August 9, 2016, to answer the queries of the
Directors and who may be appointed in Senior shareholders.
Management in accordance with the criteria laid
down and recommend to the Board of Directors their The Company Secretary functions as the Secretary of the
appointment and removal. Committee.

e) To decide whether to extend or continue the term The NRC reviews the remuneration payable to the MD/
of appointment of the Independent Director on the WTD/KMP and Commission payable to the Non-Executive
basis of the report of performance evaluation of Directors and recommends it to the Board.
Independent Directors.
The NRC has formulated a Policy on Appointment,
f) To recommend to the Board the appointment and Training, Evaluation and Remuneration of Directors and
removal of the Directors, including Independent Senior Management Personnel (SMP).
Directors.
Training and Evaluation:
g) To recommend to the Board a policy relating to the (i) The NRC carries out the evaluation of performance
remuneration for Directors, including Managing of every Director as under :
Director(s) (MD) and Whole-time Director(s)
(WTD), Key Managerial Personnel (KMP) and other (a) Before re-appointment of Executive and Non-
employees. While formulating the policy, the NRC Executive Directors (NED);
shall ensure that:
(b) 
At the time of recommendation of any
(i) The level and composition of remuneration is remuneration payable to Executive and Non-
reasonable and sufficient to attract, retain and Executive Directors or changes therein;
motivate Directors of the quality required to run
the Company successfully; (c) At such other time, as the applicable laws or the
circumstances may require.
(ii) Relationship of remuneration to performance
is clear and meets appropriate performance (ii) In addition, the Board of Directors have also evaluated
benchmarks; the performance of the individual directors including

112 CEAT LIMITED


CORPORATE OVERVIEW FINANCIAL STATEMENTS

Independent Directors, its own performance and also (iii) 


The benchmark of international and domestic
of its Committees. For this purpose, a questionnaire companies of similar in size and complexity to the
inter alia covering the following parameters were Company,
circulated to NEDs and their feedback was obtained
through an online platform by an Independent (iv) 
Relevant qualification and experience of the
Agency. individual as well as the prevailing market conditions,

(a) A
 ttendance at meetings of the Board and (v) Remuneration is attractive to high-flier executives in
Committees thereof, a competitive global market and commensurate with
the roles and responsibilities.
(b) Participation in Board meetings or Committee
thereof, The remuneration to the KMPs at the time of his/her
appointment shall be recommended by the NRC and
(c) Contribution to strategic decision making, approved by the Board. The Remuneration of the SMPs
at the time of his/her appointment shall be approved
(d) Sharing of domain knowledge and experience by the MD upon recommendation of the Human
to bear on the critical areas of performance of Resource Department (HRD). The remuneration may
the organization and keeps updated in the be a combination of fixed and variable pay considering
areas of expertise, relevant qualification, experience and performance of the
individual as well as the prevailing market conditions.
(e) 
Communication and contribution in the
discussions in a positive and constructive Remuneration shall be evaluated annually and annual
manner, increase shall be decided considering the performance
of the individual and also of the Company. Industry/trends
(f) Review of risk assessment and risk mitigation, shall also given due consideration. Annual increments/
subsequent variation in remuneration to the KMPs shall
(g) 
Review of financial statements, business be approved by the NRC/ Board of Directors. Annual
performance, increments/subsequent variation in remuneration of SMPs
shall be approved by the MD upon recommendation of
(h) 
Contribution to the enhancement of brand the HRD.
image of the Company etc.
The NRC may consider grant of Stock Options to KMPs
(iii) 
The performance of Executive Directors i.e. and SMPs pursuant to any Stock Option Plan adopted by
Managing Director/Whole-time Director, are the Company, if any.
evaluated, in addition to aforesaid parameters, taking
into account the appropriate benchmarks set as per Remuneration policy for MD/WTD:
industry standards, the performance of the Directors (i) Remuneration to the MD and WTD shall be proposed
and also of the Company. by the NRC and subsequently approved by the Board
of Directors and the shareholders of the Company,
Remuneration policy for SMPs and KMPs (other than whenever required.
MD/WTD):
In determining the remuneration packages for SMPs and (ii) 
Annual increments/subsequent variation in
KMPs, the Committee shall ensure: remuneration to the MD and WTD shall be approved
by the NRC/Board of Directors, within the overall
(i) Remuneration shall be competitive and comprising limits approved by the shareholders of the Company.
of both fixed and variable components, performance
incentives and other benefits such as retiral benefits, (iii) Remuneration shall be evaluated annually against
health care insurance and hospitalisation benefits, performance and a benchmark of International and
telephone reimbursement etc., domestic companies, which are similar in size and
complexity.
(ii) 
Performance of the individual and also of the
Company and given due consideration to industry (iv) Total remuneration for the MD and WTD shall be
practices/trends, comprised of the following:

ANNUAL REPORT 2016-17 113


STATUTORY REPORTS

CORPORATE GOVERNANCE REPORT

(a) Salary (both fixed and variable); accorded their approval to the said remuneration vide a special
resolution passed at the Annual General Meeting on August 10,
(b) 
Perquisites like house rent allowance, 2012 for Mr. Anant Vardhan Goenka and August 22, 2013 for
domiciliary medical expenses and club Mr. Arnab Banerjee.
memberships etc.;
Shareholding of Directors
(c) Retrial benefits in accordance with applicable Name of Director No. of Equity Shares held
laws and policies of the Company;
Mr. H.V. Goenka 1,33,932 Equity Shares
Mr. Paras K. Chowdhary 3,000 Equity Shares
(d) 
Performance Bonus linked to the individual
performance vis--vis performance of the Mr. Anant Vardhan Goenka 14,185 Equity Shares
Company; Mr. Arnab Banerjee 7 Equity Shares

(e) Total remuneration payable to MD/WTD shall


be within the limit in accordance with Section Performance Evaluation
198 of the Companies Act, 2013. Pursuant to the provisions of the Companies Act, 2013 and
Regulation 25 (4) of the Listing Regulations, the Board of
Remuneration policy for Non-Executive Directors (NEDs): Directors has carried out the annual performance evaluation
(i) NEDs shall be entitled to such sitting fees as may be of its own performance, individual Directors and working of its
decided by the Board of Directors from time to time Audit Committee, Nomination and Remuneration Committee,
for attending the meeting of the Board of Directors Risk Management Committee, Corporate Social Responsibility
and of the Committee thereof. Committee, Special Investment/Project Committee, and
Finance and Banking Committee. The Company had appointed
(ii) NEDs shall also be entitled for payment of commission HR Craft Business Consulting Private Limited (HR Craft) for
as may be recommended by NRC and subsequently carrying out the said evaluation process in a transparent
approved by the Board of Directors upto the limits manner by using the questionnaire considered/approved by
permitted in Section 197 of the Companies Act, 2013 the Board of Directors after taking into consideration inputs
and wherever required approval of the shareholders received from the Directors, covering various aspects of the
of the Company shall be obtained from time to time Boards functioning such as adequacy of the composition of
and shall be paid on pro-rata basis. the Board and its Committees, Board culture, execution and
performance of specific duties, obligations, compliance and
(iii) Independent Directors shall not be eligible for any governance.
Stock Options, pursuant to any Stock Option Plan
adopted by the Company. The Securities and Exchange Board of India (SEBI) vide circular
SEBI/HO/CFD/CMD/CIR/2017/004 dated January 5, 2017,
(iv) The NEDs shall be eligible for remuneration of such issued a Guidance Note on Board Evaluation about various
professional services rendered if in the opinion of the aspects involved in the Board Evaluation process to benefit all
NRC, the NED possesses the requisite qualification stakeholders.
for rendering such professional services.
While evaluating the performance, the above guidance note
The Company has Remuneration Policy for Non-Executive was considered and the performance of individual Directors
Directors (NEDs) and the same has been displayed on the including the Chairman of the Board was evaluated on
Companys website: www.ceat.com at the link http://www. parameters such as active and consistent participation in the
ceat.com/Investors_intimation.aspx. meeting, adequate preparation thereof, level of engagement
and contribution to Companys Strategy, independence of
Directors Remuneration judgement, safeguarding the interest of the Company and its
Details of remunerations paid to the Directors are given in MGT- minority shareholders etc. The performance evaluation of the
9 Annexure D to Boards report. Independent Directors was carried out by the entire Board
excluding the Directors being evaluated. The performance
 he remuneration paid to the Managing Director and the
T evaluation of the Chairman and the Non-Independent Directors
Whole-time Director was duly recommended by the NRC and was carried out by the Independent Directors. The Directors
approved by the Board of Directors. The members have also expressed their satisfaction with the evaluation process.

114 CEAT LIMITED


CORPORATE OVERVIEW FINANCIAL STATEMENTS

Familiarization Programme for Independent Directors: *Out of the resolved complaints, the Company has not
The Company has prepared familiarization programme for its received any feedback from shareholders regarding
Independent Directors on their roles, rights and responsibilities dissatisfaction on resolution of their complaint.
in the Company, nature of its industry and the business model
of the Company etc. and the same was approved by the Board The Board has designated Ms. Shruti Joshi, Company
of Directors at their meeting held on February 5, 2015. Secretary, as the Compliance Officer.

The said programme has been uploaded on the Companys iii) Risk Management Committee (RMC):
website: http://www.ceat.com/Investors_intimation.aspx. The Board of Directors of the Company at its meeting held
on February 5, 2015 has constituted the Risk Management
ii) Stakeholders Relationship Committee (SRC): Committee (RMC) in compliance with Regulation 21 of the
The Company has formed a Stakeholders Relationship Listing Regulations comprising of Mr. Mahesh S. Gupta,
Committee (SRC) in compliance with Regulation 20 of Mr. S. Doreswamy, Mr. Hari L. Mundra and Mr Vinay Bansal
the Listing Regulations and Section 178 of Companies as its members. Mr. Mahesh S. Gupta is the Chairman of
Act, 2013. The Committee reviews and deals with the Committee.
complaints and queries received from the investors. It also
reviews and deals with responses to letters received from During the financial year ended March 31, 2017, 2 (two)
the Ministry of Corporate Affairs, the Stock Exchanges and meetings of the RMC were held on July 28, 2016 and
Securities and Exchange Board of India (SEBI). February 6, 2017.

SRC comprises of 3 (three) members, Mr. S. Doreswamy; Attendance at Risk Management Committee Meetings:
Mr. Mahesh S. Gupta and Mr. Paras K. Chowdhary. Mr. S. Name of the Member No. of Meetings attended
Doreswamy is the Chairman of the Committee. Mr. Mahesh S. Gupta 2
Mr. S. Doreswamy 2
The Company Secretary functions as the Secretary of the
Committee. Mr. Hari L. Mundra 2
Mr. Vinay Bansal 2
During the financial year ended March 31, 2017, 4 (four)
meetings of the Stakeholders Relationship Committee The scope/duties/functions of the RMC, inter alia, include
were held on April 27, 2016; July 28, 2016; November 7, the following:
2016 and February 7, 2017.
i. To identify and review the actual risks and the control
Attendance at SRC Meetings: deficiencies in the organization.
Name of the Member No. of Meetings attended
Mr. S. Doreswamy 4
ii. To assist the Board of Directors in defining the risk
appetite of the Company.
Mr. Mahesh S. Gupta 4
Mr. Paras K. Chowdhary 4
iii. Framing of Risk Management and Mitigation Plan
The status of the complaints received from investors is as inter alia to ensure that risk is not higher than the risk
follows: appetite determined by the Board of Directors.

Shareholders/Investors Complaints iv. Implementing the risk management and mitigation


Complaint plan approved by the Board through periodical
Particulars of Complaints reviews.
Nos.
Complaints as on April 1, 2016 4
v. Monitor the effectiveness of risk management and
Complaints received during FY 2016-17 16
mitigation plan.
Complaints disposed off during
19
FY 2016-17
vi. Ensure that infrastructure, resources and systems
Complaints not solved to the satisfaction
- are in place for risk management and mitigation and
of shareholders during FY 2016-17*
Complaints remaining unresolved as on ensure their adequacy to maintain a satisfactory level
01 of risk management discipline.
March 31, 2017

ANNUAL REPORT 2016-17 115


STATUTORY REPORTS

CORPORATE GOVERNANCE REPORT

vii. Review the strategies, policies, frameworks, models b) 


To approve the documents; such as Loan
and procedures for identification, measurement, Agreements, Deed of Hypothecation, Agreements
reporting and mitigation of risks. for security creation, and other Deeds, Indemnities,
Undertakings, letters, writings and any other
Business Risk Evaluation and Management is an document required to be executed on behalf of the
ongoing process within the organization to identify, Company; for the purposes mentioned at (a) above
monitor and minimize risks associated with the and also compliance of the terms and conditions
business. so approved by the Committee while approving the
borrowings referred to in (a) above.
iv) Finance and Banking Committee (Non-Mandatory
Committee): c) To authorise the Companys officials to execute the
The Board of Directors of the Company has constituted documents mentioned at (b) above.
this Committee to delegate some of its powers, mentioned
under terms of reference below. d) To approve investment of surplus generated from
operations up to a total limit of ` 5,00,00,00,000
The Finance and Banking Committee comprises of 3 (Rupees Five Hundred Crores only) in short term and
(three) members, Mr. Anant Vardhan Goenka; Mr. Arnab long term securities in the debt segment such as units
Banerjee and Mr. Paras K. Chowdhary. Mr. Anant Vardhan of mutual funds, fixed deposits of scheduled banks,
Goenka is the Chairman of the Committee. bonds, debentures, debt market linked debentures,
debt instruments of public financial institutions,
During the financial year ended March 31, 2017, 8 (eight) instruments of Central or State Governments or
meetings of the Finance and Banking Committee were Public Financial Institutions etc. with the sub-limit of
held on April 27, 2016; June 6, 2016; July 1, 2016; August upto ` 2,00,00,00,000 (Rupees Two Hundred Crores
19, 2016; October 5, 2016; November 7, 2016; December only) for investment in long term securities in the
16, 2016; and February 7, 2017. debt segment having maximum tenor of 36 months.

Attendance at Finance and Banking Committee e) To authorize the officials of the Company to sign any
Meetings: bills of exchange or hundis that may be required for
Name of the Member No. of Meetings attended any temporary borrowing.
Mr. Anant Vardhan Goenka 8
f) To review the Foreign Exchange (Forex) Policy from
Mr. Arnab Banerjee 7
time to time and approve any modification(s) therein.
Mr. Paras K. Chowdhary 5 For this purpose, to approve:

The terms of reference of the Finance and Banking (i) 


use of generic and structured derivatives
Committee, inter alia, include the following: products, as may be necessary in the interest of
the Company and also,
a) To approve fresh borrowing(s) to be obtained by
the Company, including term loan and working (ii) changes in signatories for executing the Forex
capital limits from the Banks/Financial Institutions transactions, both for hedging the Companys
and also borrowings through any other financial forex exposures viz. structured and generic
instruments such as issue of commercial papers, derivatives products, agreements/documents
non-convertible debentures and other financial etc. from time to time within the ambit of the
instruments etc. from any other sources, provided said Forex Policy/ RBI guidelines.
that such fresh borrowings shall be limited to such
an amount which along with the net outstanding of g) To authorize opening of bank account(s) with any
the existing borrowings from all sources (both short bank and to close any existing bank account(s).
term and long term), as aforesaid, shall not exceed
` 40,00,00,00,000 (Rupees Four Thousand Crores h) To authorize opening of Demat Account(s) with any
only) at any point of time, subject to the prior approval Depository Participant and close any existing Demat
of the shareholders, whenever required. Account(s) with any Depository Participant.

116 CEAT LIMITED


CORPORATE OVERVIEW FINANCIAL STATEMENTS

i) To authorize change in authorised signatories of the Attendance at Corporate Social Responsibility
existing bank accounts and demat accounts and Committee Meetings:
delegate this power to Key Managerial Personnel, if Name of the Member No. of Meetings attended
required.
Mr. Anant Vardhan Goenka 2
Mr. Hari L. Mundra 1
j) To authorize the Companys officials to execute,
sign, submit and file any applications, affidavits, Mr. Vinay Bansal 2
undertakings or any other writings before any
Magistrate, Court of Law, Tribunal, Government A brief on the CSR activities undertaken by the Company
Authorities and judicial/non-judicial Bodies and any during the year forms part of the Boards Report.
other authority and also to represent the Company
before the said Magistrate, Court of Law, Tribunal, The terms of reference of the Committee of the CSR
Government Authorities Judicial/Non-Judicial include the following:
bodies and other Authority.
a. 
To formulate and recommend to the Board the
k) 
To consider and grant Power of Attorney or Corporate Social Responsibility Policy (CSR Policy)
authorizations in favour of the Companys officials or as specified in Schedule VII of the Act read with
any other person for management of its day to day Companies (Corporate Social Responsibility) Rules,
affairs. 2014.

l) 
To approve execution of any agreements, b. 
To recommend to the Board the amount of
undertakings, letters, writings, deeds, contracts and expenditure to be incurred on the activities
any document, (other than that mentioned at (b) undertaken by the Company as per the CSR Policy
above) which may be required to be executed by the within the overall limit specified in Section 135 (5) of
Company from time to time for management of its the Act, as amended from time to time, but not less
day to day affairs. than 2% of the average net profits of the Company
during the (3) three immediately preceding financial
m) To approve affixation of the Common Seal on any years, (calculated pursuant to Section 198 of the
document required to be executed by the Company Act) or any other sum, as may be prescribed under
for management of its day to day affairs. Section 135 of the Act from time to time.

n) To grant such other authorisations and approvals to c. To monitor the CSR Policy of the Company from time
any official of the Company or any other person on to time.
behalf of the Board of Directors as may be required
for day to day management of the Companys  The Company Secretary functions as the Secretary to the
business. Committee.

The Company Secretary functions as the Secretary to the vi) 


Special Investment/Project Committee (Non-
Committee. Mandatory Committee)
 The Special Investment/Project Committee (SIP)
v) Corporate Social Responsibility (CSR) Committee: comprises of 3 (three) members, Mr. H. V. Goenka, Mr.
 The Board of Directors has formed a committee on Anant Vardhan Goenka and Mr. Paras K. Chowdhary. Mr.
Corporate Social Responsibility (CSR) in accordance H. V. Goenka is the Chairman of the Committee. No fees
with Section 135 of Companies Act, 2013 (the Act). are paid to members for attending the meetings of the SIP.
The CSR Committee comprises of 3 (three) members, Mr.
Anant Vardhan Goenka, Mr. Hari L. Mundra and Mr. Vinay No meeting of Special Investment/Project Committee was
Bansal. Mr. Anant Vardhan Goenka is the Chairman of the held during the year under review.
Committee.
The terms of reference of the Committee, inter alia,
During the financial year ended March 31, 2017, 2 (two) includes the following:
meetings of the CSR Committee were held on April 27,
2016 and February 7, 2017. 1. 
Evaluate the viability report(s) presented on the
overseas projects and approve the same.

ANNUAL REPORT 2016-17 117


STATUTORY REPORTS

CORPORATE GOVERNANCE REPORT

2. 
Decide the location and to approve the initial a) 
Reviewed the performance of Non-Independent
capacity and cost of project. Directors and the Board as a whole;

3. Approve funding options of the projects, including b) 


Reviewed the performance of the Chairperson
the option of forming a joint venture. taking into account the views of Executive Directors
and Non-Executive Directors;
4. Approve initial investment in the approved overseas
project. c) Assessed the quality, quantity and timelines of flow
of information between the Company Management
The Company Secretary functions as the Secretary and the Board.
to the Committee.
At the meeting held on March 22, 2017, 7 (seven)
IV. INDEPENDENT DIRECTORS MEETING: Independent Directors were present and 1 director
As per Regulation 25(3) of the Listing Regulations as attended the meeting through video conferencing.
well as pursuant to Section 149(8) of the Companies
Act, 2013 Act read with Schedule IV and in accordance
with the Policy on Appointment, Training, Evaluation and
Remuneration, the Independent Directors have at their
meeting held on March 22, 2017:

V. DETAILS ON GENERAL BODY MEETINGS


The details of the last 3 (three) Annual General Meetings (AGM) are as follows:

Meeting Day, Date Time Venue


55th AGM Friday, September 26, 2014 03.30 p.m. P. L. Deshpande Maharashtra Kala Academy, Mumbai
56th AGM Wednesday, August 12, 2015 03.00 p.m. P. L. Deshpande Maharashtra Kala Academy, Mumbai
57th AGM Tuesday, August 9, 2016 03:00 p.m. P. L. Deshpande Maharashtra Kala Academy, Mumbai

Special Resolutions passed at the last 3 (three) Annual General Meetings:-

Date of AGM Description of Special Resolution


55th AGM Friday, September 26, 2014 Approval under Section 180(1) (a) of the Companies Act 2013 to create mortgage
and/or hypothecation, on any of movable and/ or immovable properties wherever
situated, whether present or future, on the whole or substantially the whole of any
one of the Companys undertaking or all of the Companys undertakings in favour of
any Bank(s), or Financial Institution(s) or body(ies) corporate or persons or trustees for
the holders of debenture(s)/ bond(s), for securing any loan(s), borrowing(s) including
working capital facilities whether fund based or non fund based, foreign currency
loan(s), debenture(s), bond(s) or other financial instrument(s) availed or as may be
availed from time to time together with interest, costs, charges, expenses and any other
monies payable thereon.
Approval of borrowings under Section 180(1) (c) of the Companies Act, 2013 for
borrowing not exceeding the limit of ` 10,00,00,00,000 (Rupees One Thousand Crores
only) in excess of the aggregate of the paid-up capital of the Company and its free
reserves, from time to time.
Acceptance of Deposits under Section 73 and 76 of the Companies Act, 2013.
Remuneration to Non- Executive Directors under Section 197 and 198 of the
Companies Act, 2013.
To raise the funds through capital infusion of up to ` 5,00,00,00,000 (Rupees Five
Hundred Crores only) by way of issue, offer and allotment of equity shares, American
Depository Receipts, Global Depository Receipts, Foreign Currency Convertible
Bonds, convertible or non-convertible debentures and such other securities including
by way of Qualified Institutions Placement pursuant to Section 62 of Companies Act,
2013 and Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirement) Regulations, 2009.

118 CEAT LIMITED


CORPORATE OVERVIEW FINANCIAL STATEMENTS

Date of AGM Description of Special Resolution


56th AGM Wednesday, August 12, 2015 Adoption of new set of Articles as contained in Articles of Association in substitution of
existing Articles of Association of the Company pursuant to the provisions of Section
14 of the Companies Act, 2013.
57th AGM Tuesday, August 9, 2016 Approval for making offer(s) or invitation(s) to subscribe secured/unsecured, non-
convertible debentures/bonds or such other debt securities (debt securities)
through Private Placement basis in one or more series/tranches not exceeding
` 5,00,00,00,000 (Rupees Five Hundred Crores only).

Postal Ballot 2. Whistle Blower Policy (Vigil Mechanism)


During the year under review, the Company has not passed any The Company has adopted a Whistle Blower Policy
resolution through Postal Ballot in accordance to the procedure (the Policy) for its employees/Directors to report to
prescribed in Section 110 of the Companies Act, 2013 Act read with the Chairperson of the Audit Committee instances
the Companies (Management and Administration) Rules, 2014. of unethical behaviour, actual or suspected fraud or
violation of the RPG Code of Corporate Governance
Procedure of Postal Ballot: and Ethics Policy adopted by the Company and
1. Appointment of Scrutinizer who is not in the employment the Policy is displayed on the website of the
of the Company. company www.ceat.com at the link http://www.
ceat.com/Investors_intimation.aspx. No personnel/
2. 
Notice of postal ballot along with the explanatory employee of the Company is denied access to
statement to shareholders by following modes: the Audit Committee for reporting instances of
unethical behaviour or suspected fraud or violation
a. By registered post or speed post or, of the policy. During the year under review, 1 (one)
complaint was received and has been resolved.
b. Through electronic means like registered email id or,
3. Disclosure of Related Party Transactions
c. 
Through courier service for facilitating the  The Company follows the Policy on Related
communication of the assent or dissent of the Party Transactions in disclosing the related party
shareholder to the resolution within period of (30) transactions to the Audit Committee:
thirty days.
a) A statement in summary form of transactions
3. 
Advertisement in one English newspaper and in one with related parties in the ordinary course of
vernacular language newspaper in the principal business and on arms length basis is placed
vernacular language of the district in which the registered before the Audit Committee.
office of the company is situated.
b) 
The transactions entered into with Related
4. 
Notice should also be placed on the website of the Parties as defined under the Act and Regulation
Company. 23 of the Listing Regulations during the
financial year which were in the ordinary course
5. Declaration of results by the Scrutinizer after following due of business and on an arms length pricing
process. basis are placed before the Audit Committee
and those related party transactions which
 roposed Postal Ballot:
P were in the ordinary course of business but not
The Company does not have any plans to pass any resolution on arms length pricing basis are placed before
through postal ballot. the Board.

VI. DISCLOSURES c) There were no materially significant transactions


1. 
Disclosures on materially significant related with related parties during the financial year
party transactions that may have potential which were in conflict with the interest of the
conflict with the interests of Company at large Company.
There were no material and/or significant related
party transactions during FY 2016-17 that were
prejudicial to the interest of the Company.

ANNUAL REPORT 2016-17 119


STATUTORY REPORTS

CORPORATE GOVERNANCE REPORT

d) Suitable disclosure as required by the Indian 6. Offer and Issue of Secured Redeemable Non-
Accounting Standards (Ind AS 24) has been Convertible Debentures
made in the notes to the Financial Statements.  During FY 2015-16, the Company had, pursuant
to the special resolution under Sections 42 and
e) Transactions with related parties, if any, which 71 of the Act passed by the members on July 9,
are: 2015 through postal ballot, approved the offer,
issue of Non-Convertible Debentures on private
i. not in the normal course of business; placement basis for an aggregate amount upto
` 5,00,00,00,000 (Rupess Five Hundred Crores only)
ii. not at arms length basis; in one or more tranches. Further, the Company on
July 31, 2015 allotted 2,000 Secured Redeemable
iii. exceeding the threshold limits prescribed Non-Convertible Debentures (NCDs) of ` 10,00,000
under the Act and the Rules made (Rupees Ten Lacs only) for cash at par aggregating to
thereunder or the Listing Regulations are ` 2,00,00,00,000 (Rupees Two Hundred Crores only)
placed before the Audit Committee, Board on private placement basis. The said NCDs are listed
and Members for their approval. on BSE Limited. The proceeds of the same had been
utilised for Companys various expansion projects
The Company has formulated a Policy on Related and also for the augmentation of the long term
Party Transactions and the same has been displayed working capital required for business growth.
on the Companys website www.ceat.com at the link
http://www.ceat.com/Investors_intimation.aspx. 7. 
Details of non-compliance by the Company,
Penalties, Strictures imposed on the Company
4. Disclosure of Accounting Treatment by Stock Exchange(s) or Securities and
The Company has followed the Indian Accounting Exchange Board of India (SEBI) or any other
Standards specified under Section 133 of the statutory authority or any matters related to
Company Act, 2013 read with Rule 7 of the Capital Markets during the last 3 (three) years
Companies (Accounts) Rules, 2014, to the extent The Company has complied with all the requirements
applicable, in the preparation of the financial of the Stock Exchanges, SEBI and Statutory
statements. Authorities on all matters related to the capital
markets during the last 3 (three) years. There are
5. Disclosure of Risk Management no penalties or strictures imposed on the Company
 The Company adopted Indian Accounting by the Stock Exchanges or SEBI or any statutory
Standards (Ind AS) and accordingly the financial authorities relating to the above.
results for all periods presented have been
prepared in accordance with the recognition and There were no instances of non-compliance of any
measurement principles laid down in the Ind AS matter related to the capital market during the last 3
34 Interim Financial Reporting prescribed under (three) years.
Section 133 of the Companies Act, 2013 read with
the relevant rules issued thereunder and the other 8. 
Details of compliance with mandatory
accounting principles generally accepted in India. requirement.
The date of transition to Ind AS is April 1, 2015. There Regulation 34 (3) read with schedule V of the Listing
is a possibility that these quarterly financial results Regulations mandates the Company to obtain a
may require adjustment before constituting the final certificate from either the Auditors or Practicing
Ind AS financial statements as of and for the year Company Secretaries regarding compliance of
ending March 31, 2017 due to changes in financial conditions of Corporate Governance as stipulated
reporting requirements arising from new or revised in the said Regulation and annex the certificate so
standards or interpretations issued by Ministry of obtained with the Boards Report. The Company has
Corporate Affairs or changes in the use of one or obtained a certificate from its Statutory Auditors to this
more optional exemptions from full retrospective effect and the same is annexed hereto.
application of certain Ind AS as permitted under Ind
AS 101.

120 CEAT LIMITED


CORPORATE OVERVIEW FINANCIAL STATEMENTS

9. Adoption of the non-mandatory requirements on the website of the Company. The Annual Report of
SEBI (Listing Obligations and Disclosure Requirements) the Company, the Quarterly / Half yearly Results and the
Regulations, 2015 states that the non-mandatory Audited Financial Statements, the press releases of the
requirements may be implemented as per the Company, the Investors Presentations, any updates are
discretion of the Company. The disclosures of also placed on the Companys Website: www.ceat.com.
compliance with other non-mandatory requirements
and adoption/non-adoption of the non-mandatory The Company also provides information to the Stock
requirements shall be need based. Exchanges where the shares of the Company are listed as
per the Listing Regulations.
10. Compliance with Discretionary Requirements
a.  There are no audit qualifications for the The Company has provided an email address on its
Standalone and Consolidated Financial website investors@ceat.in whereby investors can directly
Statement for the year ended March 31, 2017. contact the Company.

b. 
The Position of Chairman of the Board of VIII. GENERAL SHAREHOLDER INFORMATION
Directors and Managing Director are separate. AGM: Date, Time and Venue
As indicated in the notice accompanying this Annual
c. Internal Auditor reports to the Audit Committee Report the Fifty-Eighth Annual General Meeting of the
directly in all the functional matters. Company will be held on Tuesday, August 8, 2017 at
3.00 p.m. at Ravindra Natya Mandir, P. L. Deshpande
11. Material Subsidiary Maharashtra Kala Academy, Sayani Road, Prabhadevi,
The Company does not have any material subsidiary Mumbai 400 025.
whose income or net worth exceeds 20% of the
consolidated income and net worth respectively Financial Year
of the holding company in immediately preceding The Company follows April 1 to March 31 as the financial
accounting year. A policy on subsidiaries has been year.
formulated by the Company and posted on website
of the Company at the link http://www.ceat.com/ Date of Book Closure
Investors_intimation.aspx. August 1, 2017 to August 8, 2017 (both days inclusive).

VII. MEANS OF COMMUNICATION Dividend Payment Date


Quarterly Results are announced within 45 (forty-five) On or before September 7, 2017.
days from the end of the quarter and the annual audited
results are announced within 60 (sixty) days from the Listing on Stock Exchanges
end of the financial year as per the Regulation 47 of The Equity shares of the Company are listed on the
the Listing Regulations. The aforesaid financial results BSE Limited and the National Stock Exchange of India
are announced to Stock Exchanges within 30 (thirty) Limited. The Listing fees have been paid to both the Stock
minutes from close of the Board meeting at which these Exchanges for FY 2016-17.
were considered and approved. Quarterly Results of the
Company are published in a major English Daily as well as Stock Code
in a Marathi Daily. BSE Limited - 500878
Address: Phiroze Jeejeebhoy Towers, Dalal Street,
The Quarterly Results of the Company are normally Mumbai 400 001.
published in the following newspapers:
The Free Press Journal National Stock Exchange of India Limited - CEATLTD
Navshakti Address: Exchange Plaza, Bandra Kurla Complex,
The Economic Times Bandra (East) 400 051.
Maharashtra Times
 arket Price Data for Equity shares of face value of 10/-
M
The Company sends investors presentations to the stock each
exchanges and these presentations are also available

ANNUAL REPORT 2016-17 121


STATUTORY REPORTS

CORPORATE GOVERNANCE REPORT

BSE NSE
Month
High (`) Low (`) High (`) Low (`)
April 2016 1182.75 1040.00 1186.85 1043.10
May 2016 1121.00 893.25 1120.00 892.40
June 2016 930.00 731.20 928.80 730.00
July 2016 915.35 838.05 914.40 835.05
August 2016 930.00 835.85 930.80 834.65
September 2016 1331.90 886.15 1332.90 885.25
October 2016 1422.00 1186.00 1420.00 1185.20
November 2016 1369.00 1111.80 1370.00 1111.00
December 2016 1302.80 1060.30 1303.00 1060.10
January 2017 1246.50 1131.10 1245.55 1130.80
February 2017 1215.10 1070.55 1223.70 1071.05
March 2017 1300.00 1136.25 1343.35 1136.05

Share Performance of the Company in comparison to S&P Branch Offices:


BSE 500 1. Bangalore
TSR Darashaw Limited
CEAT in comparision with S&P BSE 500 503, Barton Centre (5th Floor), 84, Mahatma Gandhi Road,
1500.00 14000.00
1400.00 Bangalore 560 001
1300.00 13000.00 Email: tsrdlbang@tsrdarashaw.com
1200.00
Tel: 080 25320321
S&P BSE 500
Share Price (`)

1100.00 12000.00
1000.00 Fax: 080 25580019
900.00 11000.00
800.00
700.00 10000.00 2. Jamshedpur
600.00 TSR Darashaw Limited
500.00 9000.00
400.00
E Road, Northern Town, Bistupur, Jamshedpur 831 001
300.00 8000.00 Email: tsrdljsr@tsrdarashaw.com
Apr- May- Jun- Jul- Aug- Sep- Oct- Nov- Dec- Jan- Feb- Mar-
16 16 16 16 16 16 16 16 16 17 17 17
Tel: 0657-2426616
CEAT
S&P BSE 500
3. Kolkata
TSR Darashaw Limited
Registrar and Transfer Agents Tata Centre, 1st Floor, 43, J. L. Nehru Road, Kolkata 700 071
[A] For equity shares: Email: tsrdlcal@tsrdarashaw.com
The share management work, both physical and demat, is Tel: 033-22883087
handled by the Registrar and Share Transfer Agent of the Fax: 033-22883062
Company whose name and address is given below:
4. New Delhi
TSR Darashaw Limited TSR Darashaw Limited
6-10, Haji Moosa Patrawala Industrial Estate, 2/42, Ansari Road, 1st Floor Daryaganj,
20, Dr. E. Moses Road, Mahalaxmi, Mumbai 400 011 Sant Vihar, New Delhi 110 002
Email: csg-unit@tsrdarashaw.com Email: tsrdldel@tsrdarashaw.com
Web: www.tsrdarashaw.com Tel: 011-23271805
Tel.: 022-66568484; Fax: 022-66568494 Fax: 011-23271802

[B] For Privately placed Redeemable Non-Convertible Agents:


Debentures: Shah Consultancy Services Limited
TSR Darashaw Limited 3, Sumatinath Complex, 2nd Dhal
6-10, Haji Moosa Patrawala Industrial Estate, Pritam Nagar, Ellisbridge,
20, Dr. E. Moses Road, Mahalaxmi, Mumbai 400 011 Ahmedabad 380 006
Email: csg-unit@tsrdarashaw.com Email: shahconsultancy8154@gmail.com
Web: www.tsrdarashaw.com Telefax: 079-26576038
Tel.: 022-66568484; Fax: 022-66568494

122 CEAT LIMITED


CORPORATE OVERVIEW FINANCIAL STATEMENTS

[C] For Deposits Share Transfer System


Kisu Corporate Services Private Limited All valid requests for transfer of equity shares in physical mode
D- 28 Mezzanine Floor Supariwala Estate, received for transfer at the office of the Registrar and Share
Prasad Chambers Compound Transfer Agents or at the Registered Office of the Company are
Near Roxy Cinema Opera House, Mumbai 400004. processed and returned within a period of 15 (fifteen) days from
Tel. No.: 022-49710146, the date of receipt. The Board of Directors have delegated the
Email ID: kisucorporate@gmail.com power of approval of share transfers to the Company Secretary.

[D] Debenture Trustees Every effort is made to clear transmissions and split and
Axis Trustee Services Limited consolidation requests within 21 (twenty-one) days.
Axis House, Ground Floor,
Bombay Dyeing Mills Compound,
Pandurang Budhkar Marg, Worli, Mumbai 400025.
Tel: 022-62260074/75
Fax: 022-43253000
Email ID:debenturetrustee@axistrustee.com
Website: www.axistrustee.com

Distribution of shareholding as at March 31, 2017


No. of Members No. of shares % of Equity Capital
No. of Equity Shares
Physical Demat Physical Demat Physical Demat
hold
1 to 500 20,258 38,493 5,29,125 21,26,579 1.31 5.26
501 to 1,000 75 656 51,140 4,82,704 0.13 1.19
1,001 to 2,000 35 297 48,689 4,28,588 0.12 1.06
2,001 to 3,000 10 87 25,400 2,18,233 0.06 0.54
3,001 to 4,000 2 43 6,900 1,54,099 0.02 0.38
4,001 to 5,000 1 28 4,530 1,26,507 0.01 0.31
5,001 to 10,000 2 58 16,657 4,15,601 0.04 1.03
Greater than 10,000 1 131 17,82,348 3,40,32,992 4.41 84.14
Total 20,384 39,793 24,64,789 3,79,85,303 6.09 93.91

Dematerialisation of shares
The Company has an arrangement with National Securities Depository Limited (NSDL) as well as Central Depository Services
(India) Limited (CDSL) for dematerialisation of shares with ISIN No. INE482A01020 for both NSDL and CDSL.

93.91% of equity share capital corresponding to 3,79,85,303 equity shares are held in dematerialised form as of March 31, 2017.

Categories of Shareholding as of March 31, 2017


Category No. of Shares Percentage (%)
Promoter
Promoters Holdings (Indian and Foreign) 2,05,33,744 50.77
Public
Mutual Funds 19,93,157 4.93
Banks, Financial Institutions, Insurance Companies and Others 10,54,348 2.61
Foreign Institutional Investors 1,10,94,323 27.43
Non Resident Indians 1,62,587 0.40
Corporate Bodies, Indian Public and Others 56,11,933 13.86
Total 4,04,50,092 100.00

ANNUAL REPORT 2016-17 123


STATUTORY REPORTS

CORPORATE GOVERNANCE REPORT

Outstanding GDRs/ADRs/Warrants/Any other Convertible arises primarily due to the import and export activities of the
Instruments: Company as well as short term and long term borrowings
The Company does not have any outstanding GDRs/ ADRs/ in foreign currency. The Company has put in place a Policy
Warrants/any other Convertible Instruments as on March 31, for Foreign Exchange and interest Risk Management which
2017. is duly approved by the Board of Directors of the Company.
The Foreign Exchange Risk Management programme of the
Commodity Price Risk or Foreign Exchange Risk and Company is carried out as per the said Policy and the Company
hedging activities: uses forward contracts, derivatives, structured derivatives
Volatility in commodity prices are managed by combining and swaps as hedging instruments. The Company is suitably
a robust price forecast mechanism with a buying model insulated against the risk arising out of foreign currency
comprising of spot buying, forward buying and strategic long fluctuations through appropriate hedging mechanisms and the
term contracts. Inventory levelsare maintained in alignment to same is monitored by the Board of Directors on a timely basis.
this. Since a significant quantum of raw materials is procured The Company is in fully compliance with the applicable rules,
from international sources, appropriate hedging mechanisms regulations and guidelines, prescribed by the Reserve Bank of
are in place to insulate forex fluctuations. India, from time to time in this behalf.

The Company manages the volatility in the foreign currency


prices through hedging mechanisms. The exposure risk

Equity shares in CEAT Limited Unclaimed Securities Suspense Account:


Details with respect to the Shares lying in the Suspense Account are as under:

Number of
Particulars Number of Members
Shares
Aggregate number of shareholders and the outstanding shares lying in the suspense
4,184 1,37,929
account as on April 1, 2016
Number of the shareholders who approached the Company for transfer of the shares from
12 465
suspense account during the FY 2016-17
Shareholders to whom shares were transferred from the suspense account during the year 12 465
Aggregate number of shareholders and the outstanding shares lying in the suspense
4,677 1,37,464
account as on March 31, 2017

The voting rights on the equity shares lying in the Suspense encashment of Dividend Warrants, members are requested to
Account as on March 31, 2017 shall remain frozen till the avail of facility whereby the dividends will be directly credited
rightful owner of such shares claim the shares. in electronic form to their respective bank accounts. This will
ensure speedier credit of dividend and the Company will duly
Plant Locations inform the concerned members when the credits are passed to
Mumbai Plant : Village Road, Bhandup Mumbai 400 078. their respective bank accounts. The requisite application form
can be obtained from the office of TSR Darashaw Limited, the
Nashik Plant : 82, MIDC Industrial Estate Satpur, Nashik 422 007. Registrar and Share Transfer Agents, of the Company.

Halol, Gujarat Plant : Village Gate Muvala, Halol, Panchmahal The Company proposes to credit dividend to the members
389 350. bank account directly through NECS where such facility is
available in case of members holding shares in demat account
Nagpur Plant : Plot No.SZ-39, Butibori MIDC, Nagpur 441 108. and who have furnished their MICR Code to their Depository
Participant (DP).
National Electronic Clearing Service (NECS) Facility
With respect to payment of dividend, the Company provides Members located in places where NECS facility is not available,
the facility of NECS to members residing in the cities where such may kindly submit their bank details to enable the Registrars
facility is available. In order to avoid the risk of loss/interception to incorporate the same on the Dividend Warrants, in order to
of Dividend Warrants in postal transit and/or fraudulent avoid fraudulent encashment of the Dividend Warrants.

124 CEAT LIMITED


CORPORATE OVERVIEW FINANCIAL STATEMENTS

CEO & CFO Certification The Company Secretary as the Compliance Officer of the
The CEO i.e. the Managing Director and the Chief Financial Company is responsible for complying with the procedures,
Officer (CFO) have issued a certificate pursuant to the provisions monitoring, adherence to the rules for the preservation of price
of Regulation 17 (8) of the Listing Regulations certifying that sensitive information, pre-clearance of trade, monitoring of
the financial statements do not contain any untrue statement trades and implementation of the Code of Conduct under the
and these statements represent a true and fair view of the overall supervision of the Board.
Companys affairs.
The Code requires pre-clearance for dealing in the Companys
Code of Conduct shares and prohibits purchase and/or sale of the Companys
The Board has laid down a Code of Conduct for all Board shares by the Directors and Designated Employees while
Members and Senior Management of the Company, which is in possession of unpublished price sensitive information in
posted on the Companys website www.ceat.com at the link relation to the Company.
http://www.ceat.com/Investor_code_of_conduct.aspx.
Compliance Officer
All Board Members and Senior Management Personnel have Ms. Shruti Joshi
affirmed compliance with the Code for the financial year ended Company Secretary
March 31, 2017. A declaration to this effect signed by the CEAT Limited
Managing Director forms part of this Report. CIN: L25100MH1958PLC011041
463, Dr. Annie Besant Road, Worli, Mumbai 400 030
Prevention of Insider Trading Tel: 91-22-24930621
The Company has formulated a Code of Fair Disclosure and Fax: 91-22- 25297423
Conduct (For Regulating, Monitoring and Reporting of Trading Email: investors@ceat.in
by Insiders) (Code) in accordance with provisions of SEBI
(Prohibition of Insider Trading) Regulations, 2015 with a view to
regulate trading in securities by the Directors and Designated
Employees of the Company.

Declaration
All the Members of the Board and the Senior Management Personnel of the Company have, for the year ended March 31,
2017, affirmed compliance with the Code of Conduct laid down by the Board of Directors in terms of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

For CEAT Limited

Place: Mumbai Anant Vardhan Goenka


Date: April 28, 2017 Managing Director

Identified as having been approved by the


Board of Directors of CEAT Limited
Shruti Joshi
Company Secretary

Place: Mumbai
Date: April 28, 2017

ANNUAL REPORT 2016-17 125


STATUTORY REPORTS

CORPORATE GOVERNANCE REPORT

Independent Auditors Report on compliance with the conditions of Corporate Governance as per
provisions of Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations,2015

The Members of CEAT Limited 6. 


We have complied with the relevant applicable
463, Dr. Annie Besant Road, requirements of the Standard on Quality Control (SQC)1,
Worli, Mumbai 400 030 Quality Control for Firms that Perform Audits and Reviews
1.  The accompanying Corporate Governance Report of Historical Financial Information, and Other Assurance
prepared by CEAT Limited (hereinafter the Company), and Related Services Engagements.
contains details as required by the provisions of
Chapter IV of Securities and Exchange Board of India 7. 
The procedures selected depend on the auditors
(Listing Obligations and Disclosure Requirements) judgement, including the assessment of the risks
Regulations,2015, as amended (the Listing Regulations) associated in compliance of the Corporate Governance
(Applicable criteria) with respect to Corporate Report with the applicable criteria. Summary of key
Governance for the year ended March 31, 2017. This procedures performed include:
report is required by the Company for annual submission
to the Stock exchange and to be sent to the Shareholders i. 
Reading and understanding of the information
of the Company. prepared by the Company and included in its
Corporate Governance Report;
Managements Responsibility
2. The preparation of the Corporate Governance Report is ii. Obtained and verified that the composition of the
the responsibility of the Management of the Company Board of Directors as regards executive and non-
including the preparation and maintenance of all relevant executive directors has been met throughout the
supporting records and documents. This responsibility year;
also includes the design, implementation and
maintenance of internal control relevant to the preparation iii. 
Obtained and read the Directors Register as on
and presentation of the Corporate Governance Report. March 31, 2017 and verified that at least one women
director was on the Board during the year;
3. The Management along with the Board of Directors are
also responsible for ensuring that the Company complies iv. 
Obtained and read minutes of meetings held
with the conditions of Corporate Governance as stipulated during the year of the Board of Directors, and
in the Listing Regulations, issued by the Securities and committees including Audit Committee, Nomination
Exchange Board of India. and Remuneration Committee, Stakeholders
Relationship Committee, Risk Management
Auditors Responsibility Committee, Finance and Banking Committee,
4. Pursuant to the requirements of the Listing Regulations, Corporate Social Responsibility Committee, and also
our responsibility is to express a reasonable assurance minutes of the general meetings;
in the form of an opinion whether the Company has
complied with the specific requirements of the Listing v. 
Obtained necessary representations and
Regulations referred to in paragraph 3 above. declarations from directors of the Company
including the independent directors; and
5. 
We conducted our examination of the Corporate
Governance Report in accordance with the Guidance vi. Performed necessary inquiries with the management
Note on Reports or Certificates for Special Purposes and also obtained necessary specific representations
and the Guidance Note on Certification of Corporate from management.
Governance, both issued by the Institute of Chartered
Accountants of India (ICAI). The Guidance Note on The above-mentioned procedures include examining evidence
Reports or Certificates for Special Purposes requires that supporting the particulars in the Corporate Governance Report
we comply with the ethical requirements of the Code of on a test basis. Further, our scope of work under this report
Ethics issued by the Institute of Chartered Accountants of did not involve us performing audit tests for the purposes of
India. expressing an opinion on the fairness or accuracy of any of
the financial information or the financial statements of the
Company taken as a whole.

126 CEAT LIMITED


CORPORATE OVERVIEW FINANCIAL STATEMENTS

Opinion auditors and should not be used by any other person or


8. Based on the procedures performed by us as referred in for any other purpose. Accordingly, we do not accept or
paragraph 7 above, and according to the information and assume any liability or any duty of care or for any other
explanations given to us, we are of the opinion that the purpose or to any other party to whom it is shown or into
Company has complied with the conditions of Corporate whose hands it may come without our prior consent in
Governance as stipulated in the Listing Regulations, as writing. We have no responsibility to update this report for
applicable as at March 31, 2017, referred to in paragraph events and circumstances occurring after the date of this
1 above. report.

Other matters and Restriction on Use For S R B C & CO LLP


9. This report is neither an assurance as to the future viability Chartered Accountants
of the Company nor the efficiency or effectiveness with ICAI Firm registration Number: 324982E/E300003
which the management has conducted the affairs of the
Company. per Vinayak Pujare
Partner
10. This report is addressed to and provided to the members Membership Number:101143
of the Company solely for the purpose of enabling it to
comply with its obligations under the Listing Regulations Place of Signature: Mumbai
with reference to Corporate Governance Report Date: April 28, 2017
accompanied with by a report thereon from the statutory

ANNUAL REPORT 2016-17 127


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BUSINESS RESPONSIBILITY REPORT

SECTION A: GENERAL INFORMATION ABOUT THE COMPANY

1. Identity Number (CIN) of the Company: L25100MH1958PLC011041

2. Corporate Name of the Company: CEAT Limited

3. Registered address: 463, Dr. Annie Besant Road, Worli, Mumbai-400 030

4. Website: www.ceat.com

5. E-mail id: investors@ceat.in

6. Financial Year reported: 2016-17

7. Sector(s) that the Company is engaged in (industrial  2111- Manufacture of rubber tyres and tubes for motor vehicles,
2
activity code-wise): motorcycles, scooters, three-wheelers, tractors

8. List three key products/services that the Company Tyres, tubes and flaps
manufactures/provides (as in balance sheet):
9. Total number of locations where business activity is Registered Office: 463, Dr. Annie Besant Road, Worli, Mumbai-400 030
undertaken by the Company

(a) Number of international locations (Provide details of 2 (two)


major 5) Representative offices in Indonesia and United Arab Emirates

(b) Number of national locations Factories: 4 (four) in number, at Mumbai, Nashik and Nagpur in the
State of Maharashtra and at Halol in the state of Gujarat
Regional Offices: 37 (thirty-seven) in number at Mumbai,
Ahmedabad, Indore, Jabalpur, Pune, Rajkot, Kolkata,
Bhubaneshwar, Guwahati, Patna, Ranchi, New Delhi, Faridabad,
Jaipur, Jalandhar, Kanpur, Meerut, Hyderabad, Bangalore, Belgaum,
Ernakulam, Chennai, Coimbatore, Vijayawada, Jodhpur, Varanasi,
Nagpur, Raipur, Asansol, Agra, Ludhiana, Udaipur, Aurangabad,
Bhopal, Lucknow, Kolhapur and Surat.
10. Market Served by the Company- Local/State/National/ India
International The Company exports its products globally to approximately 100
countries.

SECTION B: FINANCIAL DETAILS OF THE COMPANY

1. Paid up Capital (INR) 40,45,00,920


2. Total Turnover (INR) (Consolidated) 63,97,12,94,062.97
3. Total profit after taxes (INR) (Consolidated) 3,59,23,17,052.27
4. Total Spending on Corporate Social Responsibility (CSR) 2.81%
as a percentage of profit after tax (%)
5. List of activities in which expenditure in 4 above has been
incurred:
(a). Please refer to table below
(b).
(c).

128 CEAT LIMITED


CORPORATE OVERVIEW FINANCIAL STATEMENTS

Serial CSR Project/ Relevant Section of Coverage of Project/ Amount Spent Amount Spent Direct/
number Programme Schedule VII in which the Programme (` in lakhs) through implementing
Project is covered (Please agency
refer note below)
1 Pehlay Akshar (ii) Local around factories 54.79 Implementing Agency*
2 Swayam (ii), (iii) PAN India 218.53 Implementing Agency*
3 Netranjali (i), (x) PAN India 314.83 Implementing Agency*
4 Jeevan (i), (x) Local around factories 87.44 Implementing Agency*
5 Saksham (ii), (iii), (x) Local around factories 21.25 Implementing Agency*
6 Sanjeevani (ii),(x) Local around factories 47.68 Implementing Agency*

* Through a trust viz. RPG Foundation

Note:

(i) Eradicating hunger, poverty and malnutrition, promoting healthcare including preventive healthcare and sanitation
(including contribution to the Swach Bharat Kosh set up by the Central Government for the promotion of sanitation) and
making available safe drinking water;

(ii) Promoting education, including special education and employment, enhancing vocational skills especially among children,
women, elderly, and the differently-abled and livelihood enhancements projects;

(iii) Promoting gender equality, empowering women, setting up homes and hostels for women and orphans, setting up old age
homes, day care centres and such other facilities for senior citizens, and measures for reducing inequalities, faced by socially
and economically backward groups;

x) Rural development projects

SECTION C: OTHER DETAILS

1. Does the Company have any Subsidiary Company/ Companies? Associated CEAT Holdings Company (Private) Limited, Sri
Lanka
CEAT AKKhan Limited, Bangladesh
CEAT Specialty Tyres Limited, India
Rado Tyres Limited, India
2. Do the Subsidiary Company/Companies participate in the Business Responsibility (BR) initiatives are guided by the RPG
business responsibility initiatives of the parent company? If yes, Code of Corporate Governance and Ethics. CSR initiatives
then indicate the number of such subsidiary company(s). are undertaken through RPG Foundation, a Public Charitable
Trust. The Company encourages its subsidiaries to carry out
BR initiatives.
3. Do any other entity/entities (e.g. suppliers, distributors etc.) that The Company encourages responsible and sustainable
the Company does business with participate in the BR initiatives business practices and supports such initiatives. All entities
of the Company? If yes, then indicate the percentage of such (e.g. suppliers, distribution etc.) that the Company does
entity/entities? [Less than 30%, 30-60%, More than 60%] business with make an active attempt to participate in the BR
initiatives of the Company.

SECTION D: Business Responsibility (BR) INFORMATION


1. Details of Director/Directors responsible for BR
(a) Details of the Director/Directors responsible for implementation of the BR policy/policies

The Board of Directors particularly the Managing Director is responsible for the various Business Responsibility initiatives.

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BUSINESS RESPONSIBILITY REPORT

(b) Details of the BR head Principle 2: Businesses should provide goods and services
No. Particulars Details that are safe and contribute to sustainability throughout
their life cycle.
DIN Number (if
1 02089850
applicable)
Mr. Anant Vardhan Principle 3: Businesses should promote the wellbeing of
2 Name all employees.
Goenka
3 Designation Managing Director
Principle 4: Businesses should respect the interests of, and
4 Telephone number 022-24930621 be responsive towards all stakeholders, especially those
5 e-mail id investors@ceat.in who are disadvantaged, vulnerable and marginalised.

2. Principle-wise (as per NVGs) BR Policy/policies Principle 5: Businesses should respect and promote
The Companys purpose is Making Mobility Safer human rights.
and Smarter. Everyday, while itsCSR vision is to drive
holistic empowerment of the community. The Company Principle 6: Businesses should respect, protect and make
implements sustainable initiatives that will have maximum efforts to restore the environment.
societal impact by identifying the critical gaps and
requirements. Thus, respect and commitment for the Principle 7: Businesses, when engaged in influencing
environment, employees and the community are at the public and regulatory policy, should do so in a responsible
forefront of the business responsibility initiatives of the manner.
Company.
Principle 8: Businesses should support inclusive growth
The National Voluntary Guidelines (NVGs) provide for the and equitable development.
following 9 (nine) principles:
Principle 9: Businesses should engage with and provide
Principle 1: Businesses should conduct and govern value to their customers and consumers in a responsible
themselves with Ethics, Transparency and Accountability. manner.

Details of compliance (Reply in Y/N)


No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1 Do you have a policy/ policies for.... Y Y Y Y Y Y Y Y Y
Has the policy being formulated in consultation with
2 Y Y Y Y Y Y Y Y Y
the relevant stakeholders?
Yes, the policies conform to the principles of NVGs, the
Does the policy conform to any national / international
3 Companies Act, 2013, and International Standard ISO14001,
standards? If yes, specify? (50 words)
OHSAS18001 as applicable to the respective policies.
Has the policy being approved by the Board?
4 If yes, has it been signed by the MD/ owner/ CEO/ Y Y Y Y Y Y Y Y Y
appropriate Board Director?
Does the Company have a specified committee of the
5 Board/ Director/ Official to oversee the implementation Y Y Y Y Y Y Y Y Y
of the policy?
For the detailed Policies please refer to the website of the
6 Indicate the link for the policy to be viewed online?
Company www.ceat.in
Has the policy been formally communicated to all
7 Y Y Y Y Y Y Y Y Y
relevant internal and external stakeholders?
Does the Company have in-house infrastructure to
8 Y Y Y Y Y Y Y Y Y
implement the policy/ policies?
Does the Company have a grievance redressal
mechanism related to the policy/ policies to address
9 Y Y Y Y Y Y Y Y Y
stakeholders grievances related to the
policy/ policies?
Has the Company carried out independent audit/
10 evaluation of the working of this policy by an internal or N N N N N N N N N
external agency?

130 CEAT LIMITED


CORPORATE OVERVIEW FINANCIAL STATEMENTS

(a) If answer to the question at serial number 1 against any principle, is No, please explain why: (Tick up to 2 options)

No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1 The Company has not understood the principles
2 The Company is not at a stage where it finds
itself in a position to formulate and implement the
policies on specified principles
3 The Company does not have financial or Not Applicable
manpower resources available for the task
4 It is planned to be done within next 6 months
5 It is planned to be done within the next 1 year
6 Any other reason (please specify)

3. Governance related to Business Responsibility (BR) To further strengthen transparency and strict adherence of
The Board of Directors reviews the BR initiatives, the the statutory controls and internal control system, CEAT has
Audit Committee reviews the Whistle Blower Policy adopted an Online Corporate Compliance Management
of the Company, the CSR Committee reviews the System, Legatrix, a secure, sophisticated and easy to use
CSR policy and the CSR initiatives undertaken by the IT enabled legal support solution. The updated information
Company. In addition, since the Company is a part of system automates the required compliance management
the RPG Enterprises, the RPG Group has constituted the activities with IT integration, eliminating enterprise and
Corporate Governance and Ethics Committee, which operational risk related to compliances. Also, the senior
reviews the corporate governance, code of conduct and management can easily review the organisations compliances
the sustainability initiatives taken by the Company. The and control mechanisms through comprehensive compliance
reviews are held on a need basis or quarterly/annually as dashboards. In addition the Company has also implemented
the case may be. the SAP-GRC module to streamline the process of managing
and validating user access to applications and data in the
SECTION E: PRINCIPLE-WISE PERFORMANCE Company.
Principle 1: Ethics, Transparency and Accountability
Since inception the Company has laid down a strong corporate A dedicated email address ethics@rpg.in is provided for
governance foundation based on transparency, fairness and reporting grievances and violations. The Audit Committee
accountability in all its dealings. Your Company is committed reviews the RPG Corporate Governance and Ethics Committee
towards this philosophy and everyone associated with the report at periodic intervals for complaints and grievances.
Company must abide by its principles in letter and spirit. The
Company vehemently refrains from engaging in corrupt, During FY 2016-17, the Company has received 1 complaint
abusive or anti-competitive practices. under the RPG Code of Corporate Governance and Ethics and
which has been resolved satisfactorily.
To achieve this objective, the Company has formulated the RPG
Code for Corporate Governance and Ethics. It encompasses Additionally, the Company has formulated a Code of Conduct
principles of business integrity, responsibilities relating to for external stakeholders and the Policy on Code of Conduct
employees, consumers and the environment. The Company for Board Members and Senior Management for ethical
periodically cascades the principles under the RPG Code for and transparent behaviour. This helps it to achieve highest
Corporate Governance and Ethics across the organisation. standards of corporate governance.
Concerns and issues related to this framework are reviewed
and dealt with by the RPG Corporate Governance and Ethics Principle 2: Product Lifecycle Sustainability
Committee. The Company believes product lifecycle sustainability is an
approach to effectively manage stages of a products existence
The Company has institutionalised a Whistle Blower Policy. to minimise any adverse environmental impact. The degree
It provides a framework that all stakeholders - the Directors, of sustainability is largely determined during the beginning
employees, customers, vendors, suppliers, and outsourcing of the product lifecycle in which the product is designed
partners, among others can report their genuine concerns and developed. Following the same principle, the Company
and actual or potential violations to the designated officials has developed its products that are safe and will contribute
fearlessly. to sustainability throughout their lifecycle. While designing

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its various products, the Company at the very initial stage CEAT, as the flagship company of RPG Enterprises, is part of
of product development, has selected such materials and an initiative by RPG group that has been launched to bring
processes that can have significant impact on the products gender balance in the Companys workforce. The initiative WE
environment footprint. aims to reduce the number in gender gap of the workforce,
create an inclusive environment and foster womens growth
With the above objective in mind, the Company is committed in the organisation. Your Company was also the first in the
to deliver products, which are safe from environmental and tyre industry to have female employees on the shop floor in
sociological aspects. It has developed several green resources factories. In addition, various programmes were conducted to
for various types of raw materials, which follow international raise awareness on the issue of sexual harassment of women
norms and standards like REACH, ELV, and CMRT, among at the workplace.
others. Among its various products, the following three
products have contributed in reducing environmental hazards: The Companys objective is to leverage talent to achieve its
long-term goals. There is a clearly defined career philosophy,
1) REACH compliance raw materials: Reduction in which involves job rotation and diversity of experiences at all
environmental hazards stages of an individuals career. Training and organisation
development are given utmost importance and the Company
2) Low Rolling Resistance PCR Tyres Fuel smart series: focuses on skill and capability building. Additionally, it focuses
Reduction in fuel consumption on combination of functional, technical and behavioural
training programmes to enhance employee skill levels and
3) High grip two-wheeler tyres: Safe in riding (social safety) talent. In FY 2016-17, the training programmes added up to 3.2
person-days per employee.
The Company has always promoted local and domestic
(local and small scale industries) resources for their business The Company believes in creating a work place where
enrichment. It has identified local small-scale industries with every employee enjoys and takes pride in what he/she does.
capability or resources and encouraged them to come up with The Company trusts that an engaged workforce is critical
products of international benchmark for mutual benefits. in achieving the business goals and building a sustainable
organisation. With this belief, the Company every year
In the last year, the Company has used approximately 5,558 conducts a survey viz. Great Place to Work in association with
tons (which is less than 5% of total production) of reclaimed Great Place to Work Institute. The results of the said survey are
rubber of different forms in its products. evaluated and every effort is made to make CEAT a great place
to work through various corrective actions and improvement
Principle 3: Employees Well-being: programmes.
Your Company encourages its employees to maintain a healthy
work-life balance and emphasises on the importance of safety As on March 31, 2017, there were 5,580 permanent employees
both at the workplace and outside it. The aim is to create a in the Company, of which 232 were women. The Company had
working environment, supportive of employees personal lives employed 3,828 people on a contract basis.
while meeting the Companys objectives.
The Company has in place an Environment, Health and Safety
The Company has embraced diversity as a culture and Policy. It prioritises the health and safety of all persons working
understands that strength lies in difference and not similarities. within the Company premises. The health and safety policies
Although the Company encourages diversity in all aspects, it of the Company are reviewed by the Executive Director -
has particularly focused on gender diversity. The Company has Operations; and a quarterly report is provided to the Board of
put in place a policy of prevention of sexual harassment at the Directors. Safety performance is monitored through a set of key
workplace. It endeavours to provide a safe working eco-system performance indicators, which are reviewed regularly.
for women to work freely and express their ideas without
fear. The Internal Complaints Committees formed at various Your Company is a believer in fair business practices and has
factories and locations under the Policy for Prevention of Sexual an excellent record of industrial relations. It recognises and
Harassment at Workplace reviews any complaint or grievance respects the rights of workers to have freedom of association
by any woman. In addition, the Company has several inclusivity and collective bargaining. During the year, there were no
guidelines such as flexi-timing, work-from-home and better complaints alleging child labour, forced labour involuntary
facilities to help women who travel for work. Thus, building an labour or discriminatory employment and there was no
organisation that celebrates and leverages diversity. complaint pending as March 31, 2017.

132 CEAT LIMITED


CORPORATE OVERVIEW FINANCIAL STATEMENTS

However, 2 (two) complaints were received by the Internal All interactions with the government, regulators and quasi-
Complaints Committee, which reviews and settles grievances/ judicial bodies are done by duly authorised and trained
complaints under the policy on Prevention of sexual harassment individuals with honesty, integrity, openness; and in compliance
at workplace, which were resolved satisfactorily. of all applicable laws and legislations. The principles and
guidelines for these are enshrined in the RPG Code of Corporate
The Company has in place the RPG Code of Corporate Governance and Ethics.
Governance and Ethics as well as the Code of Conduct
for External Stakeholders, which details out the required All the Companys media interactions (print and broadcast)
expectations from employees and external stakeholders are expected to keep the stakeholders updated and informed,
regarding compliance with laws and regulations. These also as per principles provided in the previously mentioned Code.
include laws or policies about bribery, uplift working conditions, Any association with trade bodies is done as per the relevant
prevent child labour and protect the environment and political and extant laws; and as per the principles embedded in the
non-alignment. The Company is committed to fulfil its social aforesaid Code.
obligations towards its growing fraternity of stakeholders.
The Company has also framed polices for internal and external
The Company insists that the stakeholders shall, at all times, stakeholders, such as Corporate Social Responsibility Policy,
be committed to upholding the values enshrined in the Policy on Code of Conduct for Board Members and Senior
Constitution of India and applicable laws / regulations; and Management, Whistle Blower Policy for External Stakeholders
ensure to recognise and protect the basic human rights of and so on. This is how the stakeholders engagement in the
every citizen of India and across the world. Company is encouraged.

Principle 4: Stakeholder Engagement The project Swayam under the agenda of Corporate Social
Your Company believes that businesses should respect the Responsibility is working towards the promotion of gender
interests of and be responsive towards all stakeholders, especially equality and women empowerment. Thus, the Company is
those who are disadvantaged, vulnerable and marginalised. Your helping drive significant societal change. It aims to empower less
Companys mission Making Mobility Safer and Smarter. Everyday privileged women by training them in driving skills to enhance
demonstrates the Companys stakeholder engagement. their livelihood. With such livelihood skills, they can drive taxis,
Customer-centricity is the core value of the Company. school vans or even embark upon entrepreneurial ventures.

The Company constantly seeks to understand what motivates Your Company also recognises its employees as important
the consumers to demand its products. Additionally, it seeks stakeholders and several initiatives are undertaken to
to provide best-in-class products and services and connect communicate the vision, strategy and way forward to
and engage with consumers. This principle is enshrined in the employees. Employees are kept abreast of all important
Quality Policy of the Company. Your Company has undertaken events, achievements and milestones of your Company. Such
important initiatives like establishing call centres and creation communication channels help employees to connect, bond,
of helplines to become more customer centric. During the year inspire, motivate and celebrate achievements.
under review, JD Power survey has awarded the highest rating
to the Company in terms of satisfying its OEM customers. Principle 5: Human Rights
Your Company believes that businesses should respect and
Your Company constantly endeavours to provide the best promote human rights. Openness and integrity form part of
of services to its shareholders and investors and to maintain its core values. The Company conducts its operations with
the highest level of corporate governance. For this purpose, honesty, integrity and with respect for human rights.
the Company regularly interacts with the shareholders and
investors through investor calls, results announcements, media Your Company is conversant of the element of human rights
releases and interactions, Companys website and the quarterly as enunciated in the Constitution of India, various laws and
and annual reports. The Investor Relations team also regularly regulations and international charters. The Company expects
interacts with investors and analysts through quarterly results and encourages its partners, suppliers and contractors to fully
calls, one-on-one and group meetings participation at investor respect human rights and strictly avoid any violation of them. All
conferences and RPG investor meets. The Annual General stakeholders including employees impacted by the business
Meeting is also a forum where the shareholders of the Company have full right and access to the grievance mechanisms
engage directly with the Board of Directors who answer their introduced by the Company. The Company believes in
queries on various subjects. providing equal employment opportunities based on talent
and meritocracy without any discrimination.

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The Company upholds the principles of human rights and 4. training employees regarding health and safety to ensure
fair treatment through various policies adopted by it, such as safe conduct of their jobs
RPG Code of Corporate Governance and Ethics, Policy on
Prevention of Sexual Harassment at Workplace, Corporate 5. planning and conducting risk assessments, safety audits
Social Responsibility Policy, Hospitalisation Policy, Voluntary and inspections of plant operations, within and around
Provident Fund Policy and so on. the plant.

The Company has not received any complaints or grievances During the year under review, the emissions/waste generated
on this issue. by the Company is within the permissible limits given by Central
Pollution Control Board (CPCB)/State Pollution Control Boards
Principle 6: Environment (SPCB) and no show cause / legal notices received from CPCB/
Your Company fully endorses that businesses should utilise SPCB are pending. The Company has resolved all queries to
natural and man-made resources in an optimal and responsible the satisfaction of authorities.
manner and ensure sustainability of resources by reducing,
reusing, recycling and managing waste. The Company Principle 7: Policy Advocacy
strives to check and prevent pollution. The Company has an Your Company believes that businesses when engaged
environment health and safety team, which functions under in influencing public and regulatory policy must do so in a
the Executive Director-Operations to ensure that the operations responsible manner. Towards this, your Company has set
of the Company follow in spirit the laws relating to preservation to make a difference to public issues that matter most to its
and restoration of the environment. Several initiatives are business such as road safety. By combining its own actions
undertaken by the R&D department and the engineering with external advocacy on public matters and jointly working
team for increasing usage of clean technology, alternative with Corporate Social Responsibility partners, your Company is
sources of energy, cleaner fuels, energy efficiency and so on. seeking transformational change. This is reflected in the Drive
Your Company identifies and assesses environmental risks Safe, Dad and No more funny campaigns, which underscore
associated with pollution and emission levels at its plants and the safe driving and road safety aspects. The Company is well
has in place a mitigation plan for the same. The said mitigation represented in industry and trade/business associations.
plan is periodically reviewed by the Risk Management
Committee. Principle 8: Inclusive Growth
The Company believes that inclusive business means social
The Company has in place an Environment Health and Safety and economic development through employment generation
Policy for all its 4 (four) plants at Mumbai, Nashik, Nagpur and and skill development. The Company is committed to creating
Halol and its subsidiaries with the following objectives: a positive impact through its existence on all stakeholders.
Through various initiatives and programmes under its CSR
1. Compliance with all applicable environment, health and activities, the Company contributes to economic and social
safety statutory regulations development of underdeveloped communities, uplifting
their lifestyle. The Company undertakes several community
2. Ensure zero incidents development initiatives in the vicinity of its plants. Through its
Corporate Social Responsibility Policy under the aegis of the
3. Highest priority to health and safety of employees RPG Foundation, the Company governs several programmes
for skill development and upliftment of the community. Most
4. Focus on pollution prevention, waste minimisation and prominent among them are Swayam, Netranjali and Saksham.
optimal use of natural resources RPG Foundation carries out research studies for impact
assessment of its various Projects from time to time.
The management also ensures:
Through Project Saksham, the Company undertakes training and
1. the maintenance and continuous upgradation of employment generation for youth and women. Project Swayam
environment, health and safety standards at its plants encourages women to undertake vehicle driving courses and
obtain commercial vehicle licenses which in turn opens new
2. deployment of processes at the plant that are safe to employment opportunities like forklift operators, two-wheeler
people, plant, equipment and environment delivery professionals, entrepreneurs and so on. The Company
conducts vision/eye check-up camps for truckers and for those
3. maintenance of a comprehensive on-site emergency plan residing around its plants through the Project Netranjali. All the
and related facilities to handle emergencies Companys programmes/projects have been appreciated.

134 CEAT LIMITED


CORPORATE OVERVIEW FINANCIAL STATEMENTS

Besides, the Company is involved in other projects like Jeevan to produce and market quality products and continuously
- providing clean drinking water and sanitation facilities to improve products and services. Your Company consistently
communities and Pehlay Akshar - which aims for 100% English focuses on the improvement of distribution channels to ensure
proficiency in children of marginalised communities. availability of its product in the smallest town or village. The
Company constantly re-invents its distribution channels and
The Company has spent ` 800.97 Lacs for various CSR projects has launched initiatives like CEAT Shoppes and CEAT Hubs.
as follows: Another notable initiative is providing customers the ultimate
service experience, which goes beyond tyres. Information
Name of the Project ` in Lacs
about products is displayed on the product labels with due
Pehlay Akshar
54.79 compliance of local and central laws.
Pehlay Akshar School Enrichment Program
29.79 As at March 31, 2017 only 0.7% of the total consumer complaints
(PASEP)
Swayam 218.53 received during the year under review remained pending, while
Saksham 21.25 there were 50 consumer cases pending at various forums.
Netranjali 314.83
Jeevan 87.44 CEAT ranked highest in India for OE tyre customer satisfaction
Sanjeevani 47.68 in the JD Power 2017 India Original Equipment Tyre Customer
Road Smart 19.98 Satisfaction Index (TCSI) Study with a score of 893 (on a
Other Projects 6.69 1,000-point scale). CEAT has a significant lead with the next
Total 800.97 performing benchmark. It topped in ranking in all areas of the
survey.
Principle 9: Customer Value
Your Companys business partners i.e. the suppliers, On behalf of the Board of Directors
distributors, C&FAs, dealers, fleet operators and customers are H. V. Goenka
very crucial for its operations. The entire eco-system together Chairman
ensures a well-oiled machinery, which enables the Company
Place: Mumbai
Date: April 28, 2017

ANNUAL REPORT 2016-17 135


FINANCIAL STATEMENTS

INDEPENDENT AUDITORS REPORT

To the Members of CEAT Limited An audit involves performing procedures to obtain audit
evidence about the amounts and disclosures in the financial
Report on the Standalone Ind AS Financial statements. The procedures selected depend on the auditors
Statements judgment, including the assessment of the risks of material
We have audited the accompanying standalone Ind AS misstatement of the standalone Ind AS financial statements,
financial statements of CEAT Limited (the Company), whether due to fraud or error. In making those risk assessments,
which comprise the Balance Sheet as at March 31, 2017, the auditor considers internal financial control relevant to the
the Statement of Profit and Loss, including the statement of Companys preparation of the standalone Ind AS financial
Other Comprehensive Income, the Cash Flow Statement and statements that give a true and fair view in order to design
the Statement of Changes in Equity for the year then ended, audit procedures that are appropriate in the circumstances.
and a summary of significant accounting policies and other An audit also includes evaluating the appropriateness of
explanatory information. accounting policies used and the reasonableness of the
accounting estimates made by the Companys Directors, as
Managements Responsibility for the Financial well as evaluating the overall presentation of the standalone
Statements Ind AS financial statements. We believe that the audit evidence
The Companys Board of Directors is responsible for the matters we have obtained is sufficient and appropriate to provide a
stated in Section 134(5) of the Companies Act, 2013 (the Act) basis for our audit opinion on the standalone Ind AS financial
with respect to the preparation of these standalone Ind AS statements.
financial statements that give a true and fair view of the financial
position, financial performance including other comprehensive Opinion
income, cash flows and changes in equity of the Company in In our opinion and to the best of our information and according
accordance with accounting principles generally accepted to the explanations given to us, the standalone Ind AS financial
in India, including the Indian Accounting Standards (Ind AS) statements give the information required by the Act in the
specified under section 133 of the Act, read with the Companies manner so required and give a true and fair view in conformity
(Indian Accounting Standards) Rules, 2015, as amended. with the accounting principles generally accepted in India, of
This responsibility also includes maintenance of adequate the state of affairs of the Company as at March 31, 2017, its
accounting records in accordance with the provisions of profit including other comprehensive income, its cash flows
the Act for safeguarding of the assets of the Company and and the changes in equity for the year ended on that date.
for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies; Report on Other Legal and Regulatory
making judgments and estimates that are reasonable and Requirements
prudent; and the design, implementation and maintenance 1. As required by the Companies (Auditors report) Order,
of adequate internal financial control that were operating 2016 (the Order) issued by the Central Government of
effectively for ensuring the accuracy and completeness India in terms of sub-section (11) of section 143 of the
of the accounting records, relevant to the preparation and Act, we give in the Annexure 1, a statement on the matters
presentation of the Ind AS financial statements that give a true specified in paragraphs 3 and 4 of the Order.
and fair view and are free from material misstatement, whether
due to fraud or error. 2. As required by section 143 (3) of the Act, we report that:

Auditors Responsibility (a) We have sought and obtained all the information and
Our responsibility is to express an opinion on these standalone explanations which to the best of our knowledge and
Ind AS financial statements based on our audit. We have belief were necessary for the purpose of our audit;
taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be (b) In our opinion, proper books of account as required
included in the audit report under the provisions of the Act by law have been kept by the Company so far as it
and the Rules made thereunder. We conducted our audit of appears from our examination of those books;
the standalone Ind AS financial statements in accordance with
the Standards on Auditing, issued by the Institute of Chartered (c) The Balance Sheet, Statement of Profit and Loss
Accountants of India, as specified under Section 143(10) including the Statement of Other Comprehensive
of the Act. Those Standards require that we comply with Income, the Cash Flow Statement and Statement
ethical requirements and plan and perform the audit to obtain of Changes in Equity dealt with by this Report are in
reasonable assurance about whether the financial statements agreement with the books of account;
are free from material misstatement.

136 CEAT LIMITED


CORPORATE OVERVIEW STATUTORY REPORTS

(d) 
In our opinion, the aforesaid standalone Ind AS contracts Refer Note 21 to the standalone Ind
financial statements comply with the Accounting AS financial statements;
Standards specified under section 133 of the Act,
read with the Companies (Indian Accounting iii. 
There has been no delay in transferring
Standards) Rules, 2015, as amended; amounts, required to be transferred, to the
Investor Education and Protection Fund by the
(e) 
On the basis of written representations received Company;
from the directors as on March 31, 2017, and taken
on record by the Board of Directors, none of the iv. 
The Company has provided requisite
directors is disqualified as on March 31, 2017 , from disclosures in Note 50 to these standalone
being appointed as a director in terms of section 164 Ind AS financial statements as to the holding
(2) of the Act; of Specified Bank Notes on November 8, 2016
and December 30, 2016 as well as dealings in
(f) With respect to the adequacy of the internal financial Specified Bank Notes during the period from
controls over financial reporting of the Company and November 8, 2016 to December 30, 2016.
the operating effectiveness of such controls, refer to Based on our audit procedures and relying on
our separate Report in Annexure 2 to this report; the management representation regarding
the holding and nature of cash transactions,
(g) With respect to the other matters to be included in including Specified Bank Notes, we report that
the Auditors Report in accordance with Rule 11 of these disclosures are in accordance with the
the Companies (Audit and Auditors) Rules, 2014, in books of accounts maintained by the Company
our opinion and to the best of our information and and as produced to us by the Management.
according to the explanations given to us:
For S R B C & CO LLP
i. The Company has disclosed the impact of Chartered Accountants
pending litigations on its financial position in its ICAI Firm Registration Number: 324982E/E300003
standalone Ind AS financial statements Refer
Note 22 and Note 42(b) to the standalone Ind per Vinayak Pujare
AS financial statements; Partner
Membership Number: 101143
ii. The Company has made provision, as required
under the applicable law or accounting Place of Signature: Mumbai
standards, for material foreseeable losses, if Date: April 28, 2017
any, on long-term contracts including derivative

ANNUAL REPORT 2016-17 137


FINANCIAL STATEMENTS

Annexure 1 referred to in paragraph 1 under the heading Report on Other Legal and Regulatory
Requirements of our report of even date

(i) (a) 
The Company has maintained proper records (iv) 
In our opinion and according to the information and
showing full particulars, including quantitative explanations given to us, provisions of section 185 and
details and situation of fixed assets. 186 of the Companies Act, 2013, in respect of loans to
directors including entities in which they are interested
(b) All fixed assets have not been physically verified and in respect of loans and advances given, investments
by the management during the year but there is made and, guarantees, and securities given have been
a regular programme of verification which, in our complied with by the Company.
opinion, is reasonable having regard to the size of
the Company and the nature of its assets. No material (v) 
In respect of deposits accepted, in our opinion and
discrepancies were noticed on such verification. according to the information and explanations given to
us, directives issued by the Reserve Bank of India and
(c) According to the information and explanations given the provisions of section 73 to 76 or any other relevant
by the management, the title deeds of immovable provisions of the Companies Act, 2013, and the rules
properties other than self-constructed buildings, framed there under, to the extent applicable, have been
included in property, plant and equipment are held complied with. We are informed by the management that
in the name of the Company. no order in this regard has been passed by the Company
Law Board, National Company Law Tribunal or Reserve
(ii) The management has conducted physical verification of Bank of India or any Court or any other Tribunal.
inventory at reasonable intervals during the year and no
material discrepancies were noticed on such physical (vi) 
We have broadly reviewed the books of account
verification. Inventories lying with third parties have maintained by the Company pursuant to the rules made
been confirmed by them as at March 31, 2017 and no by the Central Government for the maintenance of cost
material discrepancies were noticed in respect of such records under section 148(1) of the Companies Act, 2013,
confirmations. related to the manufacture of rubber tyres, tubes and flaps
for all types of vehicles, and are of the opinion that prima
(iii) (a) The Company has granted loans to a subsidiary facie, the specified accounts and records have been
company covered in the register maintained under made and maintained. We have not, however, made a
section 189 of the Companies Act, 2013. In our detailed examination of the same.
opinion and according to the information and
explanations given to us, the terms and conditions (vii) (a) 
Undisputed statutory dues including provident
of the grant of such loans are not prejudicial to the fund, employees state insurance, income-tax,
Companys interest. sales-tax, service tax, duty of custom, duty of excise,
value added tax, cess and other statutory dues
(b) 
In respect of a loan granted to the subsidiary have generally been regularly deposited with the
company covered in the register maintained under appropriate authorities though there has been a
Section 189 of the Companies Act, 2013, the slight delay in a few cases.
schedule of repayment of principal and payment of
interest has been stipulated and these payments are (b) According to the information and explanations given
regular. The Company has also granted another loan to us, no undisputed amounts payable in respect of
to the subsidiary company, which is repayable on provident fund, employees state insurance, income-
demand. We are informed that the amount of interest tax, service tax, sales-tax, duty of custom, duty of
and principal demanded by the Company has been excise, value added tax, cess and other statutory
paid during the year. Thus in respect of these loans, dues were outstanding, at the year end, for a period
there has been no default on part of the subsidiary of more than six months from the date they became
company to which the money was lent. payable.

(c) There are no amounts of loans granted to companies, (c) According to the records of the Company, the dues
firms or other parties listed in the register maintained of income-tax, sales-tax, service tax, duty of custom,
under section 189 of the Companies Act, 2013 duty of excise , value added tax and cess on account
which are overdue for more than ninety days. of any dispute, are as follows :

138 CEAT LIMITED


CORPORATE OVERVIEW STATUTORY REPORTS

(` in lacs)
Name of the statute Period to which Commission- Appellate High Deposit Net Amount
the amounts erate authorities Court
relates and Tribunal
Central Excise Act/ Customs Act (Tax/
1978 to 2016 1,872.26 4,128.70 91.59 185.82 5,906.73
Interest/ Penalty)
Service Tax under the Finance Act, 1994
2005 to 2015 77.59 2,876.13 - 80.64 2,873.08
(Tax/Interest/ Penalty)
Income Tax Act (Tax/ Interest/ Penalty) 1985 to 2013 204.95 - 159.51 141.61 222.85
Sales Tax, VAT, CST (Tax/ Interest/
1987 to 2015 6,176.32 1,602.81 - 857.85 6,921.28
Penalty)
Wealth Tax (Tax) 2002-03 - 6.73 - - 6.73
8,331.12 8,614.37 251.10 1,265.92 15,930.67

(viii) 
In our opinion and according to the information and (xiv) According to the information and explanations given to
explanations given by the management, the Company us and on an overall examination of the balance sheet,
has not defaulted in repayment of loans or borrowing the Company has not made any preferential allotment or
to a financial institution, bank or government or dues to private placement of shares or fully or partly convertible
debenture holders. debentures during the year under review and hence,
reporting requirements under clause 3(xiv) are not
(ix) 
In our opinion and according to the information and applicable to the Company and hence, not commented
explanations given by the management, the term loans upon.
were applied for the purpose for which the loans were
obtained. (xv) 
According to the information and explanations given
by the management, the Company has not entered into
(x) 
Based upon the audit procedures performed for the any non-cash transactions with directors or persons
purpose of reporting the true and fair view of the financial connected with him as referred to in section 192 of
statements and according to the information and Companies Act, 2013.
explanations given by the management, we report that
no fraud by the Company or no fraud on the Company (xvi) According to the information and explanations given to
by the officers and employees of the Company, has been us, the provisions of section 45-IA of the Reserve Bank of
noticed or reported during the year. India Act, 1934 are not applicable to the Company.

(xi) According to the information and explanations given by For S R B C & CO LLP
the management, the managerial remuneration has been Chartered Accountants
paid / provided in accordance with the requisite approvals ICAI Firm Registration Number: 324982E/E300003
mandated by the provisions of section 197 read with
Schedule V to the Companies Act, 2013. per Vinayak Pujare
Partner
(xii) In our opinion, the Company is not a Nidhi company. Membership Number: 101143
Therefore, the provisions of clause 3(xii) of the order are not
applicable to the Company and hence not commented Place of Signature: Mumbai
upon. Date: April 28, 2017

(xiii) According to the information and explanations given by


the management, transactions with the related parties are
in compliance with section 177 and 188 of Companies
Act, 2013, where applicable and the details have been
disclosed in the notes to the financial statements, as
required by the applicable accounting standards.

ANNUAL REPORT 2016-17 139


FINANCIAL STATEMENTS

Annexure 2 to the Independent Auditors Report of even date on the Standalone Financial Statements of
Ceat Limited

Report on the Internal Financial Controls under internal financial controls over financial reporting, assessing the
Clause (i) of Sub-section 3 of Section 143 of the risk that a material weakness exists, and testing and evaluating
Companies Act, 2013 (the Act) the design and operating effectiveness of internal control based
We have audited the internal financial controls over financial on the assessed risk. The procedures selected depend on the
reporting of CEAT Limited (the Company) as of March 31, auditors judgement, including the assessment of the risks of
2017 in conjunction with our audit of the standalone financial material misstatement of the financial statements, whether due
statements of the Company for the year ended on that date. to fraud or error.

Managements Responsibility for Internal Financial We believe that the audit evidence we have obtained is
Controls sufficient and appropriate to provide a basis for our audit
The Companys Management is responsible for establishing opinion on the internal financial controls system over financial
and maintaining internal financial controls based on the reporting.
internal control over financial reporting criteria established
by the Company considering the essential components Meaning of Internal Financial Controls over
of internal control stated in the Guidance Note on Audit of Financial Reporting
Internal Financial Controls over Financial Reporting issued A companys internal financial control over financial reporting is
by the Institute of Chartered Accountants of India. These a process designed to provide reasonable assurance regarding
responsibilities include the design, implementation and the reliability of financial reporting and the preparation of
maintenance of adequate internal financial controls that were financial statements for external purposes in accordance
operating effectively for ensuring the orderly and efficient with generally accepted accounting principles. A companys
conduct of its business, including adherence to the Companys internal financial control over financial reporting includes those
policies, the safeguarding of its assets, the prevention and policies and procedures that (1) pertain to the maintenance
detection of frauds and errors, the accuracy and completeness of records that, in reasonable detail, accurately and fairly
of the accounting records, and the timely preparation of reliable reflect the transactions and dispositions of the assets of the
financial information, as required under the Companies Act, company; (2) provide reasonable assurance that transactions
2013. are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
Auditors Responsibility principles, and that receipts and expenditures of the company
Our responsibility is to express an opinion on the Companys are being made only in accordance with authorisations of
internal financial controls over financial reporting based on our management and directors of the company; and (3) provide
audit. We conducted our audit in accordance with the Guidance reasonable assurance regarding prevention or timely
Note on Audit of Internal Financial Controls Over Financial detection of unauthorised acquisition, use, or disposition of
Reporting (the Guidance Note) and the Standards on Auditing the companys assets that could have a material effect on the
as specified under section 143(10) of the Companies Act, 2013, financial statements.
to the extent applicable to an audit of internal financial controls
and, both issued by the Institute of Chartered Accountants of Inherent Limitations of Internal Financial Controls
India. Those Standards and the Guidance Note require that over Financial Reporting
we comply with ethical requirements and plan and perform Because of the inherent limitations of internal financial controls
the audit to obtain reasonable assurance about whether over financial reporting, including the possibility of collusion
adequate internal financial controls over financial reporting or improper management override of controls, material
was established and maintained and if such controls operated misstatements due to error or fraud may occur and not be
effectively in all material respects. detected. Also, projections of any evaluation of the internal
financial controls over financial reporting to future periods are
Our audit involves performing procedures to obtain audit subject to the risk that the internal financial control over financial
evidence about the adequacy of the internal financial reporting may become inadequate because of changes in
controls system over financial reporting and their operating conditions, or that the degree of compliance with the policies
effectiveness. Our audit of internal financial controls over or procedures may deteriorate.
financial reporting includes obtaining an understanding of

140 CEAT LIMITED


CORPORATE OVERVIEW STATUTORY REPORTS

Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting
and such internal financial controls over financial reporting were operating effectively as at March 31, 2017 based on the internal
control over financial reporting criteria established by the Company considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India.

For S R B C & CO LLP


Chartered Accountants
ICAI Firm Registration Number: 324982E/E300003

per Vinayak Pujare


Partner
Membership Number: 101143

Place of Signature: Mumbai


Date: April 28, 2017

ANNUAL REPORT 2016-17 141


FINANCIAL STATEMENTS

BALANCE SHEET
as at March 31, 2017

(` in lacs)
Note As at As at As at
Particulars
No. March 31, 2017 March 31, 2016 April 1, 2015
ASSETS
(1) Non-current assets
(a) Property, plant and equipment 3 2,34,061.53 1,91,703.92 1,43,791.80
(b) Capital work-in-progress 3 4,877.23 21,345.07 16,406.59
(c ) Intangible assets 4 6,824.67 5,765.65 5,633.70
(d) Financial assets
(i) Investments 5 19,438.56 18,438.56 8,088.56
(ii) Loans 6 195.42 273.92 269.57
(iii) Other financial assets 7 289.17 591.90 990.14
(e) Other non-current assets 8 9,166.36 2,690.42 3,436.63
(f) Non current tax assets(net) 23 3,951.65 3,734.13 2,369.84
Total non-current assets 2,78,804.59 2,44,543.57 1,80,986.83
(2) Current assets
(a) Inventories 9 92,343.70 61,925.35 64,210.70
(b) Financial assets
(i) Investments 10 6,426.88 4,005.52 31,243.32
(ii) Trade receivables 11 59,205.44 57,794.30 66,693.24
(iii) Cash and cash equivalents 12 1,424.98 1,141.62 4,445.76
(iv) Bank balances other than cash and cash equivalents 13 322.21 1,274.03 1,771.84
(v) Loans 14 5,002.04 3,403.84 1,377.16
(vi) Other financial assets 15 1,154.87 1,509.97 2,205.71
(c ) Other current assets 16 16,477.30 13,656.48 7,318.45
Total current assets 1,82,357.42 1,44,711.11 1,79,266.18
Total assets 4,61,162.01 3,89,254.68 3,60,253.01
EQUITY AND LIABILITIES
(1) Equity
(a) Equity share capital 17 4,045.01 4,045.01 4,045.01
(b) Other equity 18 2,26,570.04 1,90,860.54 1,56,070.22
Total equity 2,30,615.05 1,94,905.55 1,60,115.23
(2) Non-current liabilities
(a) Financial liabilities
(i) Borrowings 20 70,350.61 58,735.13 35,165.95
(ii) Other financial liabilities 21 1,666.17 537.76 142.20
(b) Provisions 22 3,418.14 2,455.86 2,672.70
(c ) Deferred tax liabilites (net) 23 20,300.63 14,808.84 11,788.80
(d) Deferred revenue 24 1,049.96 1,132.09 1,214.22
Total non-current liabilities 96,785.51 77,669.68 50,983.87
(3) Current liabilities
(a) Financial liabilties
(i) Borrowings 25 5,798.99 2,190.95 25,684.03
(ii) Trade payables 26 74,957.88 63,061.40 63,401.22
(iii) Other financial liabilities 27 37,772.08 39,209.31 47,460.62
(b) Deferred revenue 24 82.13 82.13 82.13
(c ) Other current liabilities 28 7,633.42 7,128.82 6,792.51
(d) Provisions 22 5,459.59 4,699.30 5,399.95
(e) Current tax liabilities (net) 23 2,057.36 307.54 333.45
Total current liabilities 1,33,761.45 1,16,679.45 1,49,153.91
Total equity and liabilities 4,61,162.01 3,89,254.68 3,60,253.01
Significant accounting policies 2

The accompanying notes are an integral part of the financial statements


For and on behalf of Board of Directors of CEAT Limited
As per our report of even date
For S R B C & CO LLP Kumar Subbiah H.V. Goenka Anant Goenka
Chartered Accountants Chief Financial Officer Chairman Managing Director
ICAI Firm Registration No.:324982E/E300003

per Vinayak Pujare Shruti Joshi Mahesh Gupta


Partner Company Secretary Chairman- Audit Committee
Membership Number : 101143
Place : Mumbai Place : Mumbai
Date: April 28, 2017 Date: April 28, 2017

142 CEAT LIMITED


CORPORATE OVERVIEW STATUTORY REPORTS

STATEMENT OF PROFIT AND LOSS


for the year ended March 31, 2017

(` in lacs)
Particulars Note no. 2016-17 2015-16
I INCOME
Revenue from operations 29 6,37,651.80 6,11,873.26
Other income 30 4,145.73 4,608.51
Total income 6,41,797.53 6,16,481.77
II EXPENSES
Cost of material consumed 31 3,30,888.21 2,95,378.28
Purchase of stock-in-trade 14,255.00 13,816.46
Changes in inventories of finished goods, stock-in-trade and work-in-progress 32 (7,615.11) (232.27)
Employee benefit expense 33 38,385.00 36,905.40
Finance costs 34 7,946.89 9,331.64
Depreciation and amortization expenses 35 14,200.84 10,684.15
Excise duty on sale of goods 67,479.27 66,367.74
Other expenses 36 1,28,259.84 1,20,310.82
Total expenses 5,93,799.94 5,52,562.22
III Profit before exceptional items and tax 47,997.59 63,919.55
IV Exceptional items 37 1,332.55 1,139.99
V Profit before tax 46,665.04 62,779.56
VI Tax expense 23
Current tax 11,444.94 15,057.86
Deferred tax 5,789.80 3,203.87
MAT credit entitlement (6,842.28) -
VII Profit for the year 36,272.58 44,517.83
VIII Other Comprehensive Income
Items that will not be reclassified subsequently to statement of profit
and loss
Remeasurements gains/ (losses) on defined benefit plans (483.99) 315.53
Income tax relating to above 167.50 (109.20)
Items that will be reclassified subsequently to statement of profit and
loss
Net movement of cash flow hedges (377.10) (53.95)
Income tax relating to above item 130.51 18.67
Total other comprehensive income for the year (563.08) 171.05
IX Total Comprehensive Income for the year (Comprising profit and 35,709.50 44,688.88
other comprehensive income for the year)
X Earnings per equity share (of ` 10 each) 39
Basic ( in `) 89.67 110.06
Diluted (in `) 89.67 110.06
Significant accounting policies 2

The accompanying notes are an integral part of the financial statements


For and on behalf of Board of Directors of CEAT Limited
As per our report of even date
For S R B C & CO LLP Kumar Subbiah H.V. Goenka Anant Goenka
Chartered Accountants Chief Financial Officer Chairman Managing Director
ICAI Firm Registration No.:324982E/E300003

per Vinayak Pujare Shruti Joshi Mahesh Gupta


Partner Company Secretary Chairman- Audit Committee
Membership Number : 101143
Place : Mumbai Place : Mumbai
Date: April 28, 2017 Date: April 28, 2017

ANNUAL REPORT 2016-17 143


FINANCIAL STATEMENTS

STATEMENT OF CASH FLOWS


for the year ended March 31, 2017

(` in lacs)
Particulars 2016-17 2015-16
A) CASH FLOW FROM OPERATING ACTIVITIES
Profit before tax 46,665.04 62,779.56
Adjustments to reconcile profit before tax to net cash flows:
Depreciation and amortization 14,200.84 10,684.15
Interest income (846.46) (838.64)
Finance costs 7,946.89 9,331.64
Dividend income (1,639.24) (2,235.20)
Provision for doubtful debts / advances 897.95 441.97
Credit balances written back (591.34) (76.71)
Bad debts written off 22.44 6.26
(Profit) / Loss on sale of fixed assets (net) 554.58 (359.92)
Unrealised foreign exchange (gain) / loss (net) (76.59) 27.94
(Profit) / loss on sale of investment (282.82) (159.01)
Remeasurement gain / (loss) on defined benefit plans (483.99) 315.53
Operating profit before working capital changes 66,367.30 79,917.57
Adjustments for :
Decrease / (Increase) in inventory (30,418.35) 2,285.39
Decrease / (Increase) in trade receivables (2,073.90) 8,428.08
Decrease / (Increase) in current loans, other current assets and other financial assets (2,486.49) (6,410.48)
Decrease / (Increase) in non-current loans and other non-current assets (579.68) 320.60
Decrease / (Increase) in non-current financial assets 232.54 68.64
(Decrease) / Increase in trade payables 10,397.05 4,856.62
(Decrease) / Increase in current financial liabilites and other current liabilities 1,595.08 97.03
(Decrease) / Increase in non-current financial liabilities and deferred revenue (81.27) (79.13)
(Decrease) / Increase in current provisions 759.39 (700.66)
(Decrease) / Increase in non-current provisions 608.50 (485.74)
Cash flows from operating activities 44,320.17 88,297.92
Direct taxes paid (net of refunds) (9,912.43) (16,448.26)
Net cash flow from operating activities (A) 34,407.74 71,849.66
B) CASH FLOW FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment (including capital work-in progress and capital
(40,690.35) (66,126.78)
advance)
Proceeds from sale of property, plant and equipment - 6,287.35
Withdrawal of bank deposits (having original maturity of more than three months) 750.00 1,208.00
Investment in bank deposits (having original maturity of more than three months) - (750.00)
Withdrawal of margin money deposit with banks 17.54 -
Changes in other bank balances 201.82 40.10
Purchase of non current investments (1,000.00) (10,350.00)
Purchase of current investment (net) (2,138.55) 27,396.81
Interest received 916.10 883.83
Repayment of loan given to subsidiary 6,900.00 71.67
Loan given to subsidiary (8,500.00) (2,100.00)
Dividend received 1,639.24 2,235.20
Net cash (used in) investing activities (B) (41,904.20) (41,203.82)

144 CEAT LIMITED


CORPORATE OVERVIEW STATUTORY REPORTS

STATEMENT OF CASH FLOWS


for the year ended March 31, 2017

(` in lacs)
Particulars 2016-17 2015-16
C) CASH FLOW FROM FINANCING ACTIVITIES
Interest paid (8,093.66) (9,831.16)
Repayment of public deposit (3,469.23) (4,290.69)
Change in other short-term borrowings (net) 5,847.96 (11,571.53)
Proceeds from short-term buyers credit - 14,078.90
Repayment of short-term buyers credit - (31,006.98)
Proceeds from long-term borrowings 21,458.58 49,946.40
Repayment of long-term borrowings (7,898.01) (31,482.04)
Dividend paid (65.82) (8,591.09)
Dividend distribution tax paid - (1,201.79)
Net cash flows from / (used in) financing activities (C ) 7,779.82 (33,949.98)
Net increase / (decrease) in cash and cash equivalents (A+B+C) 283.36 (3,304.14)
Cash and cash equivalents at the beginning of the year (Refer note 12) 1,141.62 4,445.76
Cash and cash equivalents at the end of the year (Refer note 12) 1,424.98 1,141.62

The accompanying notes are an integral part of the financial statements.


For and on behalf of Board of Directors of CEAT Limited
As per our report of even date
For S R B C & CO LLP Kumar Subbiah H.V. Goenka Anant Goenka
Chartered Accountants Chief Financial Officer Chairman Managing Director
ICAI Firm Registration No.:324982E/E300003

per Vinayak Pujare Shruti Joshi Mahesh Gupta


Partner Company Secretary Chairman- Audit Committee
Membership Number : 101143
Place : Mumbai Place : Mumbai
Date: April 28, 2017 Date: April 28, 2017

ANNUAL REPORT 2016-17 145


(` in lacs)
Other equity
Equity share
capital Securities Capital Debenture Retained Total other
Particulars Capital General Cash flow hedge Total equity
( refer note premium redemption redemption earnings equity
reserve (refer Reserve (refer reserve (refer note
17) reserve ( refer reserve (refer reserve( refer (refer note
note 18(b)) note 18(f)) 18(d))
note 18(a)) note 18(c )) note 18(e )) 18(g))
As at April 1, 2015 4,045.01 56,702.93 1,176.88 390.00 - 20,177.32 77,583.92 39.17 1,56,070.22 1,60,115.23

146 CEAT LIMITED


Profit for the year - - - - - - 44,517.83 - 44,517.83 44,517.83
Other comprehensive income - - - - - - 206.33 (35.28) 171.05 171.05
FINANCIAL STATEMENTS

Total comprehensive income - - - - - - 44,724.16 (35.28) 44,688.88 44,688.88


Payment of dividend - - - - - - (8,696.77) - (8,696.77) (8,696.77)
Payment of dividend distribution tax (DDT) - - - - - - (1,201.79) - (1,201.79) (1,201.79)
Transfer to debenture redemption reserve - - - - - - (1,667.00) - (1,667.00) (1,667.00)
Transfer from retained earnings - - - - 1,667.00 - - - 1,667.00 1,667.00
for the year ended March 31, 2017

As at March 31, 2016 4,045.01 56,702.93 1,176.88 390.00 1,667.00 20,177.32 1,10,742.52 3.89 1,90,860.54 1,94,905.55
Profit for the year - - - - - - 36,272.58 - 36,272.58 36,272.58
Other comprehensive income - - - - - - (316.49) (246.59) (563.08) (563.08)
Total comprehensive income - - - - - - 35,956.09 (246.59) 35,709.50 35,709.50
Transfer to debenture redemption reserve - - - - - - (1,667.00) - (1,667.00) (1,667.00)
Transfer from retained earnings - - - - 1,667.00 - - - 1,667.00 1,667.00
As at March 31, 2017 4,045.01 56,702.93 1,176.88 390.00 3,334.00 20,177.32 1,45,031.61 (242.70) 2,26,570.04 2,30,615.05
STATEMENT OF CHANGES IN EQUITY

The accompanying notes are an integral part of the financial statements


For and on behalf of Board of Directors of CEAT Limited
As per our report of even date
For S R B C & CO LLP Kumar Subbiah H.V. Goenka Anant Goenka
Chartered Accountants Chief Financial Officer Chairman Managing Director
ICAI Firm Registration No.:324982E/E300003

per Vinayak Pujare Shruti Joshi Mahesh Gupta


Partner Company Secretary Chairman- Audit Committee
Membership Number : 101143
Place : Mumbai Place : Mumbai
Date: April 28, 2017 Date: April 28, 2017
CORPORATE OVERVIEW STATUTORY REPORTS

NOTES TO THE FINANCIAL STATEMENTS


for the year ended March 31, 2017

Note 1: Corporate information 2.


Current versus non-current classification
CEAT Limited is a public company domiciled in India and The Company presents assets and liabilities in the balance
incorporated under the provisions of the Companies Act sheet based on current/ non-current classification. An
applicable in India. The Companys principal business is asset is treated as current when it is:
manufacturing of automotive tyres, tubes and flaps. The Expected to be realised or intended to be sold or
Company started operations in 1958 as CEAT Tyres of India consumed in normal operating cycle
Limited and was renamed as CEAT Limited in 1990. The Held primarily for the purpose of trading
Company caters to both domestic and international markets. Expected to be realised within twelve months after
The companys stock are listed on two recognised stock the reporting period, or
exchanges in India. The registered office of the company Cash or cash equivalent unless restricted from being
is located at RPG House, 463, Dr Annie Besant Road, Worli, exchanged or used to settle a liability for at least
Mumbai, Maharashtra 400030. The financial statements were twelve months after the reporting period
authorised for issue in accordance with a resolution of the
directors on April 28, 2017. All other assets are classified as non-current.

Note 2: Basis of preparation and summary of A liability is current when:


significant accounting policies It is expected to be settled in normal operating cycle
1. 
Basis of accounting and preparation of financial It is held primarily for the purpose of trading
statements It is due to be settled within twelve months after the
The financial statements of the Company have been reporting period, or
prepared in accordance with Indian Accounting There is no unconditional right to defer the settlement
Standards (Ind AS) notified under the Companies (Indian of the liability for at least twelve months after the
Accounting Standards) Rules, 2015. reporting period

For all periods up to and including the year ended March The Company classifies all other liabilities as non-current.
31, 2016, the Company prepared its financial statements
in accordance with the accounting standards notified Deferred tax assets and liabilities are classified as non-
under the section 133 of the Companies Act, 2013, read current assets and liabilities.
together with paragraph 7 of the Companies (Accounts)
Rules, 2014 (Indian GAAP). These financial statements The operating cycle is the time between the acquisition
for the year ended March 31, 2017 are the first financial of assets for processing and their realisation in cash and
statements which the Company has prepared in cash equivalents. The Company has identified twelve
accordance with Ind AS. Refer to note 51 for information months as its operating cycle.
on how the Company adopted Ind AS.
3. Revenue recognition
These financial statements have been prepared on Revenue is recognised to the extent that it is probable
accrual basis and under historical cost basis, except that the economic benefits will flow to the Company
for the following assets and liabilities which have been and the revenue can be reliably measured, regardless
measured at fair value: of when the payment is being made. Revenue is
measured at the fair value of the consideration received
Derivative financial instruments and or receivable, taking into account contractually defined
Certain financial assets measured at fair value (refer terms of payment and excluding taxes or duties
accounting policy regarding financial instruments) collected on behalf of the government. The Company
has concluded that it is the principal in all of its revenue
In addition, the carrying values of recognised assets and arrangements since it is the primary obligor in all the
liabilities designated as hedged items in fair value hedges revenue arrangements as it has pricing latitude and is
that would otherwise be carried at amortised cost are also exposed to inventory and credit risks.
adjusted to record changes in the fair values attributable
to the risks that are being hedged in effective hedge Based on the educational material on Ind AS 18 issued
relationships. The Standalone financial statements are by the ICAI, the Group has assumed that recovery of
presented in ` except when otherwise indicated. excise duty flows to the company on its own account.
This is for the reason that it is a liability of the manufacturer
which forms part of the cost of production, irrespective

ANNUAL REPORT 2016-17 147


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


for the year ended March 31, 2017

of whether the goods are sold or not. Since the recovery 4. Government grants and Export incentives
of excise duty flows to the company on its own account, Government grants are recognised where there is
revenue includes excise duty. reasonable assurance that the grant will be received and all
attached conditions will be complied with. When the grant
However, Sales Tax/ Value Added Tax (VAT) is not relates to an expense item, it is recognised as income on a
received by the Company on its own account. Rather, systematic basis over the periods that the related costs, for
it is tax collected on value added to the commodity by which it is intended to compensate, are expensed. When
the seller on behalf of the government. Accordingly, it is the grant relates to an asset, it is recognised as income in
excluded from revenue. equal amounts over the expected useful life of the related
asset.
The specific recognition criteria described below must
also be met before revenue is recognised. When the Company receives grants of non-monetary
assets, the asset and the grant are recorded at carrying
Sale of goods amounts and released to profit or loss over the expected
Revenue from the sale of goods (i.e. tyres, tubes and useful life in a pattern of consumption of the benefit of the
flaps) is recognised when the significant risks and underlying asset i.e. by equal annual instalments. When
rewards of ownership of the goods have passed to the loans or similar assistance are provided by governments or
buyer. Revenue from the sale of tyres, tubes and flaps is related institutions, with an interest rate below the current
measured at the fair value of the consideration received applicable market rate, the effect of this favourable interest
or receivable, net of returns and allowances, trade is regarded as a government grant. The loan or assistance
discounts, volume rebates, cash discounts, sales taxes is initially recognised and measured at fair value and the
and Value Added Taxes. The Company provides normal government grant is measured as the difference between
warranty provisions for a period of three years on all its the initial carrying value of the loan and the proceeds
products sold, in line with the industry practice. A liability received. The loan is subsequently measured as per the
is recognised at the time the product is sold see Note 22 accounting policy applicable to financial liabilities.
for more information. The Company does not provide any
extended warranties to its customers. Export Incentives such as Focus Market Scheme, Focus
Products Scheme and Special Focus Market Scheme are
Interest income recognized in the Statement of Profit and Loss as a part of
For all debt instruments measured either at amortised cost or other operating revenues.
at fair value through other comprehensive income, interest
income is recorded using the effective interest rate (EIR). 5. Taxes
EIR is the rate that exactly discounts the estimated future Current income tax
cash payments or receipts over the expected life of the Current income tax assets and liabilities are measured
financial instrument or a shorter period, where appropriate, at the amount expected to be recovered from or paid
to the gross carrying amount of the financial asset or to the to the taxation authorities. The tax rates and tax laws
amortised cost of a financial liability. When calculating the used to compute the amount are those that are enacted
effective interest rate, the Company estimates the expected or substantively enacted, at the reporting date in India
cash flows by considering all the contractual terms of the where the Company operates and generates taxable
financial instrument (for example, prepayment, extension, income.
call and similar options) but does not consider the expected
credit losses. Interest income is included in finance income Current income tax relating to items recognised outside
in the statement of profit and loss. profit or loss is recognised outside profit or loss (either
in other comprehensive income or in equity). Current
Dividends tax items are recognised in correlation to the underlying
Revenue is recognised when the Companys right to transaction either in statement of profit and loss or directly
receive the payment is established, which is generally in equity. Management periodically evaluates positions
when shareholders approve the dividend. taken in the tax returns with respect to situations in which
applicable tax regulations are subject to interpretation and
Royalty and technology development fees establishes provisions where appropriate.
Royalty and technology development fees income are
accounted for as per the terms of contract.

148 CEAT LIMITED


CORPORATE OVERVIEW STATUTORY REPORTS

NOTES TO THE FINANCIAL STATEMENTS


for the year ended March 31, 2017

Deferred tax Deferred tax assets and liabilities are measured at the tax
Deferred tax is provided using the liability method on rates that are expected to apply in the year when the asset
temporary differences between the tax bases of assets is realised or the liability is settled, based on tax rates (and
and liabilities and their carrying amounts for financial tax laws) that have been enacted or substantively enacted
reporting purposes at the reporting date. at the reporting date.

Deferred tax liabilities are recognised for all taxable Deferred tax relating to items recognised outside profit
temporary differences, except: or loss is recognised outside profit or loss (either in other
comprehensive income or in equity). Deferred tax items
When the deferred tax liability arises from the initial are recognised in correlation to the underlying transaction
recognition of an asset or liability in a transaction that either in OCI or directly in equity.
is not a business combination and, at the time of the
transaction, affects neither the accounting profit nor Deferred tax assets and deferred tax liabilities are offset if a
taxable profit or loss legally enforceable right exists to set off current tax assets
against current tax liabilities and the deferred taxes relate
In respect of taxable temporary differences to the same taxable entity and the same taxation authority.
associated with investments in subsidiaries and
interests in joint ventures, when the timing of Sales/ value added taxes paid on acquisition of assets
the reversal of the temporary differences can be or on incurring expenses
controlled and it is probable that the temporary Expenses and assets are recognised net of the amount of
differences will not reverse in the foreseeable future sales/ value added taxes paid, except:

Deferred tax assets are recognised for all deductible When the tax incurred on a purchase of assets
temporary differences, the carry forward of unused tax or services is not recoverable from the taxation
credits and any unused tax losses. Deferred tax assets are authority, in which case, the tax paid is recognised as
recognised to the extent that it is probable that taxable part of the cost of acquisition of the asset or as part of
profit will be available against which the deductible the expense item, as applicable
temporary differences, and the carry forward of unused
tax credits and unused tax losses can be utilised, except: When receivables and payables are stated with the
amount of tax included
When the deferred tax asset relating to the
deductible temporary difference arises from the initial The net amount of tax recoverable from, or payable to,
recognition of an asset or liability in a transaction that the taxation authority is included as part of receivables or
is not a business combination and, at the time of the payables in the balance sheet.
transaction, affects neither the accounting profit nor
taxable profit or loss 6. Non-current assets held for sale
The Company classifies non-current assets and disposal
In respect of deductible temporary differences groups as held for sale/ distribution to owners if their
associated with investments in subsidiaries, carrying amounts will be recovered principally through
associates and interests in joint ventures, deferred a sale/ distribution rather than through continuing use.
tax assets are recognised only to the extent that it is Actions required for completing the sale/ distribution
probable that the temporary differences will reverse should indicate that it is unlikely that significant change
in the foreseeable future and taxable profit will be to the sale/ distribution will be made or that the decision
available against which the temporary differences to sell/ distribute will be withdrawn. Management must be
can be utilised committed to the sale/ distribution expected within one
year from the date of classification.
The carrying amount of deferred tax assets is reviewed
at each reporting date and reduced to the extent that it Non-current assets held for sale/for distribution to owners
is no longer probable that sufficient taxable profit will be and disposal groups are measured at the lower of their
available to allow all or part of the deferred tax asset to be carrying amount and the fair value less costs to sell/
utilised. Unrecognised deferred tax assets are re-assessed distribute. Assets and liabilities classified as held for sale/
at each reporting date and are recognised to the extent distribution are presented separately in the balance sheet.
that it has become probable that future taxable profits will
allow the deferred tax asset to be recovered.

ANNUAL REPORT 2016-17 149


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


for the year ended March 31, 2017

Property, plant and equipment once classified as held for The management has estimated, supported by
sale/ distribution to owners are not depreciated or amortised. independent assessment by professional, the useful lives
of the following class of assets.
7. Property, plant and equipment
Property, plant and equipment is stated at cost, net of Factory buildings - 50 years (Higher than those
accumulated depreciation and accumulated impairment indicated in Schedule II of the Companies Act, 2013)
losses, if any. Capital work in progress is stated at cost. Cost
comprises the purchase price and any attributable cost Plant & Machinery 20 years (Higher than those
of bringing asset to its working condition for its intended indicated in Schedule II of the Companies Act, 2013 )
use only. Such cost includes the cost of replacing part
of the plant and equipment and borrowing costs for Moulds 6 years (Lower than those indicated in
long-term construction projects if the recognition criteria Schedule II of the Companies Act, 2013)
are met. Subsequent expenditure related to an item of
fixed asset is added to its book value only if it increases Electrical Installations 20 years (Higher than those
the future benefits from the existing asset beyond its indicated in Schedule II of the Companies Act, 2013)
previously assessed standard of performance. When
significant parts of plant and equipment are required Air conditioner having capacity of > 2 tons 15 years
to be replaced at intervals, the Company depreciates (Higher than those indicated in Schedule II of the
them separately based on their specific useful lives. Companies Act, 2013)
Likewise, when a major inspection is performed, its cost
is recognised in the carrying amount of the plant and Serviceable materials like trollies, iron storage tacks
equipment as a replacement if the recognition criteria skids 15 years (Higher than those indicated in
are satisfied. All other repair and maintenance costs are Schedule II of the Companies Act, 2013)
recognised in profit or loss as incurred. The present value
of the expected cost for the decommissioning of an asset Batteries used in fork lifts trucks - 5 years (Lower than
after its use is included in the cost of the respective asset those indicated in Schedule II of the Companies Act,
if the recognition criteria for a provision are met. Refer to 2013)
note 40 regarding significant accounting judgements,
estimates and assumptions for further information about The management believes that the depreciation rates
the recorded decommissioning provision. fairly reflect its estimation of the useful lives and residual
values of the fixed assets.
Leasehold land amortised on a straight line basis over
the period of the lease ranging from 95 years 99 years. An item of property, plant and equipment and any
significant part initially recognised is derecognised
Depreciation is calculated on a straight-line basis using upon disposal or when no future economic benefits are
the rates arrived at based on the useful lives estimated by expected from its use or disposal. Any gain or loss arising
the management. The Company has used the following on derecognition of the asset (calculated as the difference
useful lives to provide depreciation on its fixed assets. The between the net disposal proceeds and the carrying
identified components are depreciated over their useful amount of the asset) is included in the income statement
lives, the remaining asset is depreciated over the life of the when the asset is derecognised.
principal asset.
The residual values, useful lives and methods of
Asset Class Useful life
depreciation of property, plant and equipment are
Buildings 50 years - 60 years
Plant & Machinery 15 years - 20 years reviewed at each financial year end and adjusted
Moulds 6 years prospectively, if appropriate.
Computers 3 years
Furniture & Fixtures 10 years
Office Equipment 5 years 8. Intangible assets
Motor Vehicles 8 years Intangible assets acquired separately are measured on
Carpeted Roads- RCC 10 years
Computer Servers 6 years initial recognition at cost. Following initial recognition,
Electrical Installations 20 years intangible assets are carried at cost less any accumulated
Hand Carts, Trollies 15 years amortisation and accumulated impairment losses.
Internally generated intangibles, excluding capitalised
development costs, are not capitalised and the related

150 CEAT LIMITED


CORPORATE OVERVIEW STATUTORY REPORTS

NOTES TO THE FINANCIAL STATEMENTS


for the year ended March 31, 2017

expenditure is reflected in statement of profit and loss in in only a few Asian countries including India. With the
the period in which the expenditure is incurred. acquisition of the brand which is renowned worldwide,
new and hitherto unexplored markets will be accessible
The useful lives of intangible assets are assessed as either to the Company. The Company will be in a position to fully
infinite or finite. exploit the export market resulting in increased volume
and better price realization. Therefore, the management
Intangible assets with finite lives are amortised over the useful believes that the Brand will yield significant benefits for a
economic life and assessed for impairment whenever there period of at least twenty years.
is an indication that the intangible asset may be impaired.
The amortisation period and the amortisation method for an Research and development costs (Product
intangible asset with a finite useful life are reviewed at least at development)
the end of each reporting period. Changes in the expected Research costs are expensed as incurred. Development
useful life or the expected pattern of consumption of future expenditure on an individual project is recognised as an
economic benefits embodied in the asset are considered to intangible asset when the Company can demonstrate:
modify the amortisation period or method, as appropriate,
and are treated as changes in accounting estimates. The The technical feasibility of completing the intangible
amortisation expense on intangible assets with finite lives is asset so that the asset will be available for use or sale
recognised in the statement of profit and loss unless such
expenditure forms part of carrying value of another asset. Its intention to complete and its ability and intention
to use or sell the asset
Intangible assets with infinite useful lives are not amortised,
but are tested for impairment annually, either individually How the asset will generate future economic benefits
or at the cash-generating unit level. The assessment of
infinite life is reviewed annually to determine whether The availability of resources to complete the asset
the infinite life continues to be supportable. If not, the
change in useful life from indefinite to finite is made on a The ability to measure reliably the expenditure during
prospective basis. development

Gains or losses arising from derecognition of an intangible Following initial recognition of the development
asset are measured as the difference between the net expenditure as an asset, the asset is carried at cost
disposal proceeds and the carrying amount of the asset less any accumulated amortisation and accumulated
and are recognised in the statement of profit and loss impairment losses. Amortisation of the asset begins when
when the asset is derecognised. development is complete and the asset is available for use.
It is amortised over the period of expected future benefit.
Intangible assets are amortised on straight line method as Amortisation expense is recognised in the statement
under: of profit and loss unless such expenditure forms part of
carrying value of another asset.
Software expenditure is amortised over a period of
three years. During the period of development, the asset is tested for
impairment annually.
Technical Know-how and Brands are amortised over
a period of twenty years. 9. Borrowing costs
Borrowing costs directly attributable to the acquisition,
Technical know-how and Brand construction or production of an asset that necessarily
The Company has originally generated technical know- takes a substantial period of time to get ready for its
how and assistance for setting up of Halol radial plant. intended use or sale are capitalised as part of the cost of
Considering the life of the underlying plant/facility, this the asset. All other borrowing costs are expensed in the
technical know-how, is amortised on a straight line basis period in which they occur. Borrowing costs consist of
over a period of twenty years interest and other costs that an entity incurs in connection
with the borrowing of funds. Borrowing cost also includes
The Company has acquired global rights of CEAT exchange differences to the extent regarded as an
brand from the Italian tyre maker, Pirelli. Prior to the said adjustment to the borrowing costs.
acquisition, the Company was the owner of the brand

ANNUAL REPORT 2016-17 151


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


for the year ended March 31, 2017

To the extent that the Company borrows funds specifically A leased asset is depreciated over the useful life of the
for the purpose of obtaining a qualifying asset, the asset. However, if there is no reasonable certainty that
Company determines the amount of borrowing costs the Company will obtain ownership by the end of the
eligible for capitalisation as the actual borrowing costs lease term, the asset is depreciated over the shorter of the
incurred on that borrowing during the period less any estimated useful life of the asset and the lease term.
investment income on the temporary investment of those
borrowings. Operating lease
Operating lease payments are recognised as an expense
To the extent that the Company borrows funds generally in the statement of profit and loss on a straight line basis
and uses them for the purpose of obtaining a qualifying unless payments to the lessor are structured to increase in
asset, the Company determines the amount of borrowing line with expected general inflation to compensate for the
costs eligible for capitalisation by applying a capitalisation lessors expected inflationary cost increase.
rate to the expenditures on that asset. The capitalisation
rate is the weighted average of the borrowing costs 11. Inventories
applicable to the borrowings of the Company that are Inventories are valued at the lower of cost and net
outstanding during the period, other than borrowings realisable value.
made specifically for the purpose of obtaining a qualifying
asset. Costs incurred in bringing each product to its present
location and conditions are accounted for as follows:
10. Leases
The determination of whether an arrangement is Raw materials, components, stores and spares are
(or contains) a lease is based on the substance of valued at lower of cost and net realizable value.
the arrangement at the inception of the lease. The However, materials and other items held for use in
arrangement is, or contains, a lease if fulfilment of the the production of inventories are not written down
arrangement is dependent on the use of a specific asset below cost if the finished products in which they will
or assets and the arrangement conveys a right to use the be incorporated are expected to be sold at or above
asset or assets, even if that right is not explicitly specified cost. Cost is determined on a weighted average
in an arrangement. basis. Cost of raw material is net of duty benefits
under Duty Entitlement Exemption Certificate
For arrangements entered into prior to April 1, 2015, the (DEEC) scheme.
Company has determined whether the arrangement
contain lease on the basis of facts and circumstances Work-in-progress and finished goods are valued at
existing on the date of transition. lower of cost and net realizable value. Cost includes
direct materials and labour and a proportion
Company as a lessee of manufacturing overheads based on normal
Finance lease operating capacity but excluding borrowing cost.
A lease is classified at the inception date as a finance lease Cost of finished goods includes excise duty. Cost is
or an operating lease. A lease that transfers substantially determined on a weighted average basis.
all the risks and rewards incidental to ownership to the
Company is classified as a finance lease. Traded goods are valued at lower of cost and net
realizable value. Cost includes cost of purchase
Finance leases are capitalised at the commencement and other costs incurred in bringing the inventories
of the lease at the inception date fair value of the leased to their present location and condition. Cost is
property or, if lower, at the present value of the minimum determined on a weighted average basis.
lease payments. Lease payments are apportioned
between finance charges and reduction of the lease Initial cost of inventories includes the transfer of gains and
liability so as to achieve a constant rate of interest on losses on qualifying cash flow hedges, recognised in OCI,
the remaining balance of the liability. Finance charges in respect of the purchases of raw materials.
are recognised in finance costs in the statement of profit
and loss, unless they are directly attributable to qualifying Net realisable value is the estimated selling price in the
assets, in which case they are capitalised in accordance ordinary course of business, less estimated costs of
with the Companys general policy on the borrowing completion and the estimated costs necessary to make
costs. Contingent rentals are recognised as expenses in the sale.
the periods in which they are incurred.

152 CEAT LIMITED


CORPORATE OVERVIEW STATUTORY REPORTS

NOTES TO THE FINANCIAL STATEMENTS


for the year ended March 31, 2017

12. Impairment of non-financial assets if there has been a change in the assumptions used to
The Company assesses, at each reporting date, whether determine the assets recoverable amount since the last
there is an indication that an asset may be impaired. If any impairment loss was recognised. The reversal is limited
indication exists, or when annual impairment testing for so that the carrying amount of the asset does not exceed
an asset is required, the Company estimates the assets its recoverable amount, nor exceed the carrying amount
recoverable amount. An assets recoverable amount is that would have been determined, net of depreciation,
the higher of an assets or cash-generating units (CGU) had no impairment loss been recognised for the asset in
fair value less costs of disposal and its value in use. prior years. Such reversal is recognised in the statement of
Recoverable amount is determined for an individual asset, profit and loss.
unless the asset does not generate cash inflows that are
largely independent of those from other assets or groups 13. Provisions
of assets. When the carrying amount of an asset or CGU Provisions are recognised when the Company has a
exceeds its recoverable amount, the asset is considered present obligation (legal or constructive) as a result of
impaired and is written down to its recoverable amount. a past event, it is probable that an outflow of resources
embodying economic benefits will be required to settle
In assessing value in use, the estimated future cash flows the obligation and a reliable estimate can be made of the
are discounted to their present value using a pre-tax amount of the obligation. When the Company expects
discount rate that reflects current market assessments of some or all of a provision to be reimbursed, for example,
the time value of money and the risks specific to the asset. under an insurance contract, the reimbursement is
In determining fair value less costs of disposal, recent recognised as a separate asset, but only when the
market transactions are taken into account. If no such reimbursement is virtually certain. The expense relating to
transactions can be identified, an appropriate valuation a provision is presented in the statement of profit and loss
model is used. These calculations are corroborated by net of any reimbursement.
valuation multiples, quoted share prices for publicly
traded companies or other available fair value indicators. If the effect of the time value of money is material, provisions
are discounted using a current pre-tax rate that reflects,
The Company bases its impairment calculation on when appropriate, the risks specific to the liability. When
detailed budgets and forecast calculations, which are discounting is used, the increase in the provision due to the
prepared separately for each of the Companys CGUs to passage of time is recognised as a finance cost.
which the individual assets are allocated. These budgets
and forecast calculations generally cover a period of Warranty provisions
five years. For longer periods, a long-term growth rate is The estimated liability for warranty is recorded when
calculated and applied to project future cash flows after products are sold. These estimates are established
the fifth year. To estimate cash flow projections beyond using historical information on the nature, frequency and
periods covered by the most recent budgets/forecasts, average cost of obligations and management estimates
the Company extrapolates cash flow projections in regarding possible future incidence based on corrective
the budget using a steady or declining growth rate for actions on product failure. The timing of outflows will
subsequent years, unless an increasing rate can be vary as and when the obligation will arise being typically
justified. In any case, this growth rate does not exceed the up to three years. Initial recognition is based on historical
long-term average growth rate for the products, industries, experience. The initial estimate of warranty-related costs is
or country or countries in which the entity operates, or for revised annually.
the market in which the asset is used.
Decommissioning liability
Impairment losses of continuing operations, including The Company records a provision for decommissioning
impairment on inventories, are recognised in the costs of land taken on lease at Nashik manufacturing
statement of profit and loss. facility for the production of tyres. Decommissioning
costs are provided at the present value of expected costs
An assessment is made at each reporting date to to settle the obligation using estimated cash flows and
determine whether there is an indication that previously are recognised as part of the cost of the particular asset.
recognised impairment losses no longer exist or have The cash flows are discounted at a current pre-tax rate
decreased. If such indication exists, the Company that reflects the risks specific to the decommissioning
estimates the assets or CGUs recoverable amount. A liability. The unwinding of the discount is expensed as
previously recognised impairment loss is reversed only incurred and recognised in the statement of profit and

ANNUAL REPORT 2016-17 153


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


for the year ended March 31, 2017

loss as a finance cost. The estimated future costs of Net interest is calculated by applying the discount rate
decommissioning are reviewed annually and adjusted as to the net defined benefit liability or asset. The Company
appropriate. Changes in the estimated future costs or in recognises the following changes in the net defined
the discount rate applied are added to or deducted from benefit obligation as an expense in statement of profit and
the cost of the asset. loss:

14. Retirement and other employee benefits Service costs comprising current service costs, past-
Defined Contribution plan service costs, gains and losses on curtailments and
Retirement benefit in the form of Provident Fund, non-routine settlements; and
Superannuation, Employees State Insurance
Contribution and Labour Welfare Fund are defined Net interest expense or income
contribution scheme. The Company has no obligation,
other than the contribution payable to the above Compensated absences
mentioned funds. The Company recognizes contribution Accumulated leave, which is expected to be utilized within
payable to the provident fund scheme as an expense, the next 12 months, is treated as short-term employee
when an employee renders the related service. If the benefit and this is shown under short term provision in
contribution payable to the scheme for service received the Balance Sheet. The Company measures the expected
before the balance sheet date exceeds the contribution cost of such absences as the additional amount that it
already paid, the deficit payable to the scheme is expects to pay as a result of the unused entitlement that
recognized as a liability after deducting the contribution has accumulated at the reporting date.
already paid. If the contribution already paid exceeds
the contribution due for services received before the The Company treats accumulated leave expected to
balance sheet date, then excess is recognized as an be carried forward beyond twelve months, as long-
asset to the extent that the pre-payment will lead to, for term employee benefit for measurement purposes and
example, a reduction in future payment or a cash refund. this is shown under long term provisions in the Balance
Sheet. Such long-term compensated absences are
Defined benefit plan provided for based on the actuarial valuation using the
The Company has a defined benefit gratuity plan, projected unit credit method at the year-end. Actuarial
which requires contribution to be made to a separately gains/losses are immediately taken to the Statement
administered fund. The Companys liability towards this of Other Comprehensive Income and are not deferred.
benefit is determined on the basis of actuarial valuation The Company presents the leave as a current liability
using Projected Unit Credit Method at the date of in the balance sheet, to the extent it does not have an
balance sheet. unconditional right to defer its settlement for 12 months
after the reporting date. Where the Company has the
Remeasurement, comprising of actuarial gains and unconditional legal and contractual right to defer the
losses, the effect of the asset ceiling, excluding amounts settlement for a period beyond 12 months, the same is
included in net interest on the net defined benefit liability presented as non-current liability.
and the return on plan assets (excluding amounts
included in net interest on the net defined benefit Termination benefits
liability), are recognised immediately in the balance The Company recognizes termination benefit as a liability
sheet with a corresponding debit or credit to retained and an expense when the Company has a present
earnings through OCI in the period in which they occur. obligation as a result of past event, it is probable that an
Remeasurement is not reclassified to statement of profit outflow of resources embodying economic benefits
and loss in subsequent periods. will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation. If
Past service costs are recognised in statement of profit the termination benefit falls due for more than 12 months
and loss on the earlier of: after the balance sheet date, they are measured at present
value of the future cash flows using the discount rate
The date of the plan amendment or curtailment and determined by reference to market yields at the balance
sheet date on the government bonds.
The date that the Company recognises related
restructuring costs

154 CEAT LIMITED


CORPORATE OVERVIEW STATUTORY REPORTS

NOTES TO THE FINANCIAL STATEMENTS


for the year ended March 31, 2017

15. Financial instruments loss. This category generally applies to trade and other
A financial instrument is any contract that gives rise to receivables, loans and other financial assets.
a financial asset of one entity and a financial liability or
equity instrument of another entity. Debt instrument at FVTOCI
A debt instrument is classified as at the FVTOCI if both of
Financial assets the following criteria are met:
Initial recognition and measurement
All financial assets are recognised initially at fair value a) The objective of the business model is achieved
plus, in the case of financial assets not recorded at fair both by collecting contractual cash flows and selling
value through profit and loss, transaction costs that the financial assets, and
are attributable to the acquisition of the financial asset.
Purchase or sale of financial asset that require delivery b) The assets contractual cash flows represent SPPI.
of assets within a time frame established by regulation
or convention in the market place (regular way trades) Debt instruments included within the FVTOCI category
are recognised on the trade date, i.e., the date that the are measured initially as well as at each reporting date
Company commits to purchase or sell the asset. at fair value. Fair value movements are recognized in the
other comprehensive income (OCI). However, the group
Subsequent measurement recognizes interest income, impairment losses & reversals
For purposes of subsequent measurement, financial and foreign exchange gain or loss in the statement of
assets are classified in four categories: profit and loss. On derecognition of the asset, cumulative
gain or loss previously recognised in OCI is reclassified
Debt instruments at amortised cost from the equity to statement of profit and loss. Interest
earned whilst holding FVTOCI debt instrument is reported
Debt instruments at fair value through other as interest income using the EIR method.
comprehensive income (FVTOCI)
Debt instrument at FVTPL
Debt instruments, derivatives and equity instruments FVTPL is a residual category for debt instruments. Any
at fair value through profit and loss (FVTPL) debt instrument, which does not meet the criteria for
categorization as at amortized cost or as FVTOCI, is
Equity instruments measured at fair value through classified as at FVTPL.
other comprehensive income (FVTOCI)
In addition, the Company may elect to designate a debt
Debt instruments at amortised cost instrument, which otherwise meets amortized cost or
A debt instrument is measured at the amortised cost if FVTOCI criteria, as at FVTPL. However, such election
both the following conditions are met: is allowed only if doing so reduces or eliminates a
measurement or recognition inconsistency (referred
a) The asset is held within a business model whose to as accounting mismatch). The Company has not
objective is to hold assets for collecting contractual designated any debt instrument as at FVTPL.
cash flows, and
Debt instruments included within the FVTPL category are
b) Contractual terms of the asset give rise on specified measured at fair value with all changes recognized in the
dates to cash flows that are solely payments of statement of profit and loss.
principal and interest (SPPI) on the principal amount
outstanding. Equity investments
All equity investments in scope of Ind AS 109 are measured
After initial measurement, such financial assets are at fair value. Equity instruments which are held for trading
subsequently measured at amortised cost using the are classified as at FVTPL. For all other equity instruments,
effective interest rate (EIR) method. Amortised cost is the Company may make an irrevocable election to present
calculated by taking into account any discount or premium in other comprehensive income subsequent changes in
on acquisition and fees or costs that are an integral part of the fair value. The Company makes such election on an
the EIR. The EIR amortisation is included in finance income instrument-by-instrument basis. The classification is made
in the statement of profit and loss. The losses arising from on initial recognition and is irrevocable.
impairment are recognised in the statement of profit and

ANNUAL REPORT 2016-17 155


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


for the year ended March 31, 2017

In case of equity instrument classified as FVTOCI, all fair recognition of impairment loss on the following financial
value changes on the instrument, excluding dividends, assets and credit risk exposure:
are recognized in the OCI. There is no recycling of the
amounts from OCI to statement of profit and loss, even on a) Financial assets that are debt instruments, and are
sale of investment. However, the Company may transfer measured at amortised cost e.g., loans, debt securities,
the cumulative gain or loss within equity. deposits, trade receivables and bank balance

Equity instruments included within the FVTPL category b) Financial assets that are debt instruments and are
are measured at fair value with all changes recognized in measured as at FVTOCI
the statement of profit and loss.
c) Lease receivables under Ind AS 17
Derecognition
A financial asset (or, where applicable, a part of a financial d) Trade receivables or any contractual right to receive
asset or part of a group of similar financial assets) is cash or another financial asset that result from
primarily derecognised when: transactions that are within the scope of Ind AS 18

The rights to receive cash flows from the asset have e) Loan commitments which are not measured as at
expired or FVTPL

The Company has transferred its rights to receive f) Financial guarantee contracts which are not
cash flows from the asset or has assumed an measured as at FVTPL
obligation to pay the received cash flows in full
without material delay to a third party under a pass- The Company follows simplified approach for recognition
through arrangement, and either (a) the Company of impairment loss allowance on:
has transferred substantially all the risks and
rewards of the asset, or (b) the Company has neither Trade receivables
transferred nor retained substantially all the risks and
rewards of the asset, but has transferred control of All lease receivables resulting from transactions
the asset. within the scope of Ind AS 17

When the Company has transferred its rights to receive The application of simplified approach does not require
cash flows from an asset or has entered into a pass- the Company to track changes in credit risk. Rather,
through arrangement, it evaluates if and to what extent it recognises impairment loss allowance based on
it has retained the risks and rewards of ownership. When lifetime ECLs at each reporting date, right from its initial
it has neither transferred nor retained substantially all recognition.
of the risks and rewards of the asset, nor transferred
control of the asset, the Company continues to recognise For recognition of impairment loss on other financial
the transferred asset to the extent of the Companys assets and risk exposure, the company determines that
continuing involvement. In that case, the Company also whether there has been a significant increase in the
recognises an associated liability. The transferred asset credit risk since initial recognition. If credit risk has not
and the associated liability are measured on a basis that increased significantly, 12-month ECL is used to provide
reflects the rights and obligations that the Company has for impairment loss. However, if credit risk has increased
retained. significantly, lifetime ECL is used. If, in a subsequent
period, credit quality of the instrument improves such that
Continuing involvement that takes the form of a guarantee there is no longer a significant increase in credit risk since
over the transferred asset is measured at the lower of the initial recognition, then the entity reverts to recognising
original carrying amount of the asset and the maximum impairment loss allowance based on 12-month ECL.
amount of consideration that the Company could be
required to repay. Lifetime ECL are the expected credit losses resulting
from all possible default events over the expected life of
Impairment of financial assets a financial instrument. The 12-month ECL is a portion of
In accordance with Ind AS 109, the Company applies the lifetime ECL which results from default events that are
Expected Credit Loss (ECL) model for measurement and possible within 12 months after the reporting date.

156 CEAT LIMITED


CORPORATE OVERVIEW STATUTORY REPORTS

NOTES TO THE FINANCIAL STATEMENTS


for the year ended March 31, 2017

ECL is the difference between all contractual cash flows that The Company does not have any purchased or originated
are due to the company in accordance with the contract credit-impaired (POCI) financial assets, i.e., financial assets
and all the cash flows that the entity expects to receive (i.e., which are credit impaired on purchase/ origination.
all cash shortfalls), discounted at the original EIR. When
estimating the cash flows, an entity is required to consider: Financial liabilities
Initial recognition and measurement
All contractual terms of the financial instrument Financial liabilities are classified, at initial recognition, as
(including prepayment, extension, call and similar financial liabilities at fair value through statement of profit
options) over the expected life of the financial and loss, loans and borrowings, payables, or as derivatives
instrument. However, in rare cases when the expected designated as hedging instruments in an effective hedge,
life of the financial instrument cannot be estimated as appropriate.
reliably, then the entity is required to use the remaining
contractual term of the financial instrument All financial liabilities are recognised initially at fair value
and, in the case of loans, borrowings and payables, net of
Cash flows from the sale of collateral held or other directly attributable transaction costs.
credit enhancements that are integral to the
contractual terms The Companys financial liabilities include trade and
other payables, loans and borrowings including bank
As a practical expedient, the Company uses a provision overdrafts, financial guarantee contracts and derivative
matrix to determine impairment loss allowance on portfolio financial instruments.
of its trade receivables. The provision matrix is based on its
historically observed default rates over the expected life of Subsequent measurement
the trade receivables and is adjusted for forward-looking The measurement of financial liabilities depends on their
estimates. At every reporting date, the historical observed classification, as described below:
default rates are updated and changes in the forward-
looking estimates are analysed. Financial liabilities at fair value through profit and loss
Financial liabilities at fair value through statement of profit
ECL impairment loss allowance (or reversal) recognized and loss include financial liabilities held for trading and
during the period is recognized as income/ expense in the financial liabilities designated upon initial recognition as
statement of profit and loss. This amount is reflected under at fair value through statement of profit and loss. Financial
the head other expenses in the statement of profit and liabilities are classified as held for trading if they are incurred
loss. The balance sheet presentation for various financial for the purpose of repurchasing in the near term. This
instruments is described below: category also includes derivative financial instruments
entered into by the company that are not designated as

Financial assets measured as at amortised cost, hedging instruments in hedge relationships as defined by
contractual revenue receivables and lease Ind AS 109.
receivables: ECL is presented as an allowance, i.e.,
as an integral part of the measurement of those assets Gains or losses on liabilities held for trading are recognised
in the balance sheet. The allowance reduces the in the statement of profit and loss.
net carrying amount. Until the asset meets write-off
criteria, the Company does not reduce impairment Financial liabilities designated upon initial recognition
allowance from the gross carrying amount. at fair value through statement of profit and loss are
designated as such at the initial date of recognition, and
Debt instruments measured at FVTOCI: Since financial only if the criteria in Ind AS 109 are satisfied. For liabilities
assets are already reflected at fair value, impairment designated as FVTPL, fair value gains/ losses attributable
allowance is not further reduced from its value. to changes in own credit risks are recognized in OCI.
These gains/ loss are not subsequently transferred to
For assessing increase in credit risk and impairment loss, statement of profit and loss. However, the Company
the Company combines financial instruments on the basis may transfer the cumulative gain or loss within equity. All
of shared credit risk characteristics with the objective of other changes in fair value of such liability are recognised
facilitating an analysis that is designed to enable significant in the statement of profit or loss. The Company has not
increases in credit risk to be identified on a timely basis. designated any financial liability as at fair value through
profit and loss.

ANNUAL REPORT 2016-17 157


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


for the year ended March 31, 2017

Loans and borrowings same lender on substantially different terms, or the terms
This is the category most relevant to the Company. After of an existing liability are substantially modified, such an
initial recognition, interest-bearing loans and borrowings exchange or modification is treated as the derecognition of
are subsequently measured at amortised cost using the the original liability and the recognition of a new liability. The
EIR method. Gains and losses are recognised in statement difference in the respective carrying amounts is recognised
of profit and loss when the liabilities are derecognised as in the statement of statement of profit and loss.
well as through the EIR amortisation process.
Reclassification of financial assets
Amortised cost is calculated by taking into account any The Company determines classification of financial assets
discount or premium on acquisition and fees or costs that are and liabilities on initial recognition. After initial recognition,
an integral part of the EIR. The EIR amortisation is included as no reclassification is made for financial assets which are
finance costs in the statement of profit and loss. equity instruments and financial liabilities. For financial
assets which are debt instruments, a reclassification is
Financial guarantee contracts made only if there is a change in the business model for
Financial guarantee contracts issued by the Company managing those assets. Changes to the business model
are those contracts that require a payment to be made are expected to be infrequent. The Companys senior
to reimburse the holder for a loss it incurs because the management determines change in the business model as
specified debtor fails to make a payment when due a result of external or internal changes which are significant
in accordance with the terms of a debt instrument. to the Companys operations. Such changes are evident
Financial guarantee contracts are recognised initially as to external parties. A change in the business model occurs
a liability at fair value, adjusted for transaction costs that when the Company either begins or ceases to perform an
are directly attributable to the issuance of the guarantee. activity that is significant to its operations. If the Company
Subsequently, the liability is measured at the higher of the reclassifies financial assets, it applies the reclassification
amount of loss allowance determined as per impairment prospectively from the reclassification date which is the
requirements of Ind AS 109 and the amount recognised first day of the immediately next reporting period following
less cumulative amortisation. the change in business model. The Company does not
restate any previously recognised gains, losses (including
Derecognition impairment gains or losses) or interest.
A financial liability is derecognised when the obligation
under the liability is discharged or cancelled or expires. When The following table shows various reclassifications and
an existing financial liability is replaced by another from the how they are accounted for:

Original Revised
Accounting treatment
classification classification
Fair value is measured at reclassification date. Difference between previous
Amortised cost FVTPL
amortized cost and fair value is recognised in statement of profit and loss.
Fair value at reclassification date becomes its new gross carrying amount. EIR is
FVTPL Amortised Cost
calculated based on the new gross carrying amount.
Fair value is measured at reclassification date. Difference between previous
Amortised cost FVTOCI amortised cost and fair value is recognised in OCI. No change in EIR due to
reclassification.
Fair value at reclassification date becomes its new amortised cost carrying
amount. However, cumulative gain or loss in OCI is adjusted against fair value.
FVTOCI Amortised cost
Consequently, the asset is measured as if it had always been measured at
amortised cost.
Fair value at reclassification date becomes its new carrying amount. No other
FVTPL FVTOCI
adjustment is required.
Assets continue to be measured at fair value. Cumulative gain or loss
FVTOCI FVTPL previously recognized in OCI is reclassified to statement of profit and loss at the
reclassification date.

158 CEAT LIMITED


CORPORATE OVERVIEW STATUTORY REPORTS

NOTES TO THE FINANCIAL STATEMENTS


for the year ended March 31, 2017

Offsetting of financial instruments The Company uses forward currency contracts as


Financial assets and financial liabilities are offset and the hedges of its exposure to foreign currency risk in forecast
net amount is reported in the balance sheet if there is a transactions and firm commitments. The ineffective
currently enforceable legal right to offset the recognised portion relating to foreign currency contracts is recognised
amounts and there is an intention to settle on a net basis, to in statement of profit and loss.
realise the assets and settle the liabilities simultaneously.
Amounts recognised as OCI are transferred to statement
16. Derivative financial instruments of profit and loss when the hedged transaction affects
The Company uses derivative financial instruments, profit or loss, such as when the hedged financial income
such as forward currency contracts, to manage its or financial expense is recognised or when a forecast
foreign currency risks. These derivative instruments are sale occurs. When the hedged item is the cost of a non-
designated as cash flow, fair value or net investment financial asset or non-financial liability, the amounts
hedges and are entered into for period consistent with recognised as OCI are transferred to the initial carrying
currency. Such derivative financial instruments are initially amount of the non-financial asset or liability.
recognised at fair value on the date on which a derivative
contract is entered into and are subsequently re-measured If the hedging instrument expires or is sold, terminated
at fair value. Derivatives are carried as financial assets or exercised without replacement or rollover (as part of
when the fair value is positive and as financial liabilities the hedging strategy), or if its designation as a hedge
when the fair value is negative. Any gains or losses arising is revoked, or when the hedge no longer meets the
from changes in the fair value of derivatives are taken criteria for hedge accounting, any cumulative gain or
directly to statement of profit and loss. loss previously recognised in OCI remains separately in
equity until the forecast transaction occurs or the foreign
Fair value hedges currency firm commitment is met.
The change in the fair value of a hedging instrument is
recognised in the statement of profit and loss as finance 17. Fair value measurement
costs. The change in the fair value of the hedged item The Company measures financial instruments, such as,
attributable to the risk hedged is recorded as part of the derivatives, foreign denominated borrowings and assets,
carrying value of the hedged item and is also recognised forward contracts at fair value at each balance sheet date.
in the statement of profit and loss as finance costs.
Fair value is the price that would be received to sell an
For fair value hedges relating to items carried at amortised asset or paid to transfer a liability in an orderly transaction
cost, any adjustment to carrying value is amortised through between market participants at the measurement date.
statement of profit and loss over the remaining term of the The fair value measurement is based on the presumption
hedge using the EIR method. EIR amortisation may begin that the transaction to sell the asset or transfer the liability
as soon as an adjustment exists and no later than when takes place either:
the hedged item ceases to be adjusted for changes in its
fair value attributable to the risk being hedged. In the principal market for the asset or liability or

If the hedged item is derecognised, the unamortised fair In the absence of a principal market, in the most
value is recognised immediately in statement of profit advantageous market for the asset or liability
and loss. When an unrecognised firm commitment is
designated as a hedged item, the subsequent cumulative The principal or the most advantageous market must be
change in the fair value of the firm commitment attributable accessible by the Company.
to the hedged risk is recognised as an asset or liability with
a corresponding gain or loss recognised in statement of The fair value of an asset or a liability is measured using
profit and loss. the assumptions that market participants would use
when pricing the asset or liability, assuming that market
Cash flow hedges participants act in their economic best interest.
The effective portion of the gain or loss on the hedging
instrument is recognised in Other Comprehensive Income A fair value measurement of a non-financial asset takes
(OCI) in the cash flow hedge reserve, while any ineffective into account a market participants ability to generate
portion is recognised immediately in the statement of economic benefits by using the asset in its highest and
profit and loss.

ANNUAL REPORT 2016-17 159


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


for the year ended March 31, 2017

best use or by selling it to another market participant that For the purpose of the statement of cash flows, cash and
would use the asset in its highest and best use. cash equivalents consist of cash and short-term deposits,
as defined above, net of outstanding bank overdrafts as
The Company uses valuation techniques that are they are considered an integral part of the Companys
appropriate in the circumstances and for which sufficient cash management.
data are available to measure fair value, maximising the
use of relevant observable inputs and minimising the use 19. Dividend distribution to equity holders
of unobservable inputs. The Company recognises a liability to make cash to
equity holders of the Company when the distribution
All assets and liabilities for which fair value is measured is authorised and the distribution is no longer at the
or disclosed in the financial statements are categorised discretion of the Company. As per the corporate laws in
within the fair value hierarchy, described as follows, based India, a distribution is authorised when it is approved by
on the lowest level input that is significant to the fair value the shareholders. A corresponding amount is recognised
measurement as a whole: directly in equity.

Level 1 - Quoted (unadjusted) market prices in active 20. Foreign currencies


markets for identical assets or liabilities The Companys financial statements are presented in
`, which is also the Companys functional currency.
Level 2 - Valuation techniques for which the
lowest level input that is significant to the fair value Transactions in foreign currencies are initially recorded by
measurement is directly or indirectly observable the Company at ` spot rate at the date the transaction first
qualifies for recognition. Monetary assets and liabilities
Level 3 - Valuation techniques for which the denominated in foreign currencies are translated at the
lowest level input that is significant to the fair value functional currency spot rates of exchange at the reporting
measurement is unobservable date.

For assets and liabilities that are recognised in the financial Exchange differences arising on settlement or translation
statements on a recurring basis, the Company determines of monetary items are recognised in statement of profit
whether transfers have occurred between levels in the and loss.
hierarchy by re-assessing categorisation (based on the lowest
level input that is significant to the fair value measurement as Non-monetary items that are measured in terms of
a whole) at the end of each reporting period. historical cost in a foreign currency are translated using
the exchange rates at the dates of the initial transactions.
For the purpose of fair value disclosures, the Company Non-monetary items measured at fair value in a foreign
has determined classes of assets and liabilities on the currency are translated using the exchange rates at the
basis of the nature, characteristics and risks of the asset date when the fair value is determined. The gain or loss
or liability and the level of the fair value hierarchy as arising on translation of non-monetary items measured
explained above. at fair value is treated in line with the recognition of the
gain or loss on the change in fair value of the item (i.e.,
18. Cash and cash equivalents translation differences on items whose fair value gain or
Cash and cash equivalent in the balance sheet comprise loss is recognised in OCI or statement of profit and loss
cash at banks and on hand and short-term deposits with are also recognised in OCI or statement of profit and loss,
an original maturity of three months or less, which are respectively).
subject to an insignificant risk of changes in value.

160 CEAT LIMITED


CORPORATE OVERVIEW STATUTORY REPORTS

NOTES TO THE FINANCIAL STATEMENTS


for the year ended March 31, 2017

21. Earnings Per Share The Company prepares its segment information in
Basic Earnings per share (EPS) amounts are calculated conformity with the accounting policies adopted for
by dividing the profit for the year attributable to equity preparing and presenting the financial statements of the
holders of the company by the weighted average number Company as a whole.
of equity shares outstanding during the year.
23. Contingent liabilities and assets
Diluted EPS amounts are calculated by dividing the A contingent liability is a possible obligation that arises
profit attributable to equity holders of the company after from past events whose existence will be confirmed by the
adjusting impact of dilution shares by the weighted occurrence or nonoccurrence of one or more uncertain
average number of equity shares outstanding during the future events not wholly within the control of the Company
year plus the weighted average number of equity shares or a present obligation that is not recognized because it is
that would be issued on conversion of all the dilutive not probable that an outflow of resources will be required
potential equity shares into equity shares. to settle the obligation. A contingent liability also arises in
extremely rare cases where there is a liability that cannot
22. Segment Reporting be recognized because it cannot be measured reliably.
Based on Management Approach as defined in Ind AS The Company does not recognize a contingent liability
108 -Operating Segments, the Executive Management but discloses its existence in the financial statements.
Committee evaluates the Companys performance and
allocates the resources based on an analysis of various A contingent assets is not recognised unless it becomes
performance indicators by business segments. virtually certain that an inflow of economic benefits will
arise. When an inflow of economic benefits is probable,
contingent assets are disclosed in the financial statements.
Contingent liabilities and contingent assets are reviewed
at each balance sheet date.

ANNUAL REPORT 2016-17 161


Note 3: Property, plant and equipment and capital work-in-progress
(` in lacs)
Freehold Leasehold
Buildings Plant and Plant and
land land Furniture and Office Capital work
Particulars (refer foot equipment equipment Vehicles Total
(refer foot (Financial Fixtures equipments in progress
note 1) (Owned) (Leased)
note 2) lease)
Gross carrying amount

162 CEAT LIMITED


As at April 1, 2015 41,718.71 8,524.30 17,884.96 73,811.82 33.96 749.62 487.33 581.10 16,406.59 1,60,198.39
Additions 4.50 1,535.17 12,167.32 49,541.33 0.65 190.35 92.22 339.85 68,809.87 1,32,681.26
FINANCIAL STATEMENTS

Disposals (0.61) (4,677.79) (471.20) (805.36) - (8.54) (0.58) (26.36) - (5,990.44)


Transfers/ capitalised - - - - - - - - (63,871.39) (63,871.39)
for the year ended March 31, 2017

Adjustments during the year* - - 59.98 (68.05) (0.38) 0.62 - 7.76 - (0.07)
As at March 31, 2016 41,722.60 5,381.68 29,641.06 1,22,479.74 34.23 932.05 578.97 902.35 21,345.07 2,23,017.75
Additions - 9.13 3,960.92 51,195.02 1.74 205.66 24.90 740.35 39,672.36 95,810.08
Disposals - - (103.18) (535.76) - - (79.39) (0.27) - (718.60)
Transfers/ capitalised - - - - - - - - (56,140.20) (56,140.20)
Adjustments during the year* - - (1,261.63) 1,261.63 - - - - - -
As at March 31, 2017 41,722.60 5,390.81 32,237.17 1,74,400.63 35.97 1,137.71 524.48 1,642.43 4,877.23 2,61,969.03
Accumulated Depreciation
As at April 1, 2015 - - - - - - - - - -
Depreciation for the year - 71.70 972.94 8,671.39 0.85 91.71 113.35 109.68 - 10,031.62
NOTES TO THE FINANCIAL STATEMENTS

Disposals - - (4.60) (52.47) - (1.21) - (4.58) - (62.86)


Adjustments during the year* - - - - - - - - - -
As at March 31, 2016 - 71.70 968.34 8,618.92 0.85 90.50 113.35 105.10 - 9,968.76
Depreciation for the year - 75.49 1,130.19 11,602.57 1.67 117.45 88.94 216.03 - 13,232.34
Disposals - - (34.06) (105.82) - - (30.89) (0.06) - (170.83)
Adjustments during the year* - - (8.72) 8.72 - - - - - -
As at March 31, 2017 - 147.19 2,055.75 20,124.39 2.52 207.95 171.40 321.07 - 23,030.27
Net book value
As at April 1, 2015 41,718.71 8,524.30 17,884.96 73,811.82 33.96 749.62 487.33 581.10 16,406.59 1,60,198.39
As at March 31, 2016 41,722.60 5,309.98 28,672.72 1,13,860.82 33.38 841.55 465.62 797.25 21,345.07 2,13,048.99
As at March 31, 2017 41,722.60 5,243.62 30,181.42 1,54,276.24 33.45 929.76 353.08 1,321.36 4,877.23 2,38,938.76

* Adjustments include regrouping of certain assets into other class of assets


CORPORATE OVERVIEW STATUTORY REPORTS

NOTES TO THE FINANCIAL STATEMENTS


for the year ended March 31, 2017

Net book value


(` in lacs)
Particulars As at March 31, 2017 As at March 31, 2016 As at April 1, 2015
Property, plant and equipment 2,34,061.53 1,91,703.92 1,43,791.80
Capital work in progress 4,877.23 21,345.07 16,406.59

1. Building includes as at March 31, 2017 ` 0.10 Lacs (As at March 31, 2016 ` 0.10 lacs; As at April 1, 2015 ` 0.10 lacs ) being
value of unquoted fully-paid shares held in various co-operative housing societies.

2. During the previous year, the Company had sold the following assets that were held for sale in the year 2014-15:
a) Leasehold land at Additional Ambernath Industrial Area, Ambernath having book value of ` 3,543.63 lacs.
b) Freehold land at Gujarat having book value of ` 0.60 lacs.

3. During the year, the Company has transfered the following expenses which are attributable to the construction activity
and are included in the cost of capital work-in-progress (CWIP) / Fixed assets as the case may be. Consequently, expenses
disclosed under the respective notes are net of such amounts.

(` in lacs)
Particulars Note No. FY 2016-17 FY 2015-16
Finance cost 34 1,437.03 1,447.08
Professional and consultancy charges 36 23.64 933.60
Miscellaneous expenses 36 1,928.03 2,035.54
Employee benefit expenses 33 253.88 1,563.18
Travelling & conveyance 36 101.41 389.80
Total 3,743.99 6,369.20

4. As a part of ongoing expansion project at Halol, during the year the Company has capitalised and commissioned assets of
` 18,343.21 lacs(March 31, 2016: ` 44,768.09 lacs). This has resulted in the installed capacity as on March 31, 2017 to 76
MT per day (as on March 31, 2016: 39 MT per day). Full expansion project of 120 MT per day is however expected to be
commissioned, in phase, by end of July 2017.

5. In the previous year, the Company had commissioned, its Greenfield Unit, situated at Butibori, near Nagpur, Maharashtra,
with effect from March 28, 2016. Accordingly, the Company has capitalised the assets amounting to ` 22,995.61 lacs (March
31, 2016: ` 9,375.40 lacs). This has resulted in the installed capacity as on March 31, 2017 to 54 MT per day (as on March
31, 2016: 15 MT per day). Full expansion project of 120 MT per day is expected to be commissioned, in phases, by end of
FY 2017-18.

6. The amount of borrowing costs capitalised during the year ended March 31, 2017 was ` 1,437.03 lacs (March 31,
2016: `1,447.08 lacs). The rate used to determine the amount of borrowing costs eligible for capitalisation was 8.89%
(March 31, 2016: 9.50%) which is the effective interest rate of specific borrowings.

7. Refer note 20 for details on pledges and securities.

ANNUAL REPORT 2016-17 163


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


for the year ended March 31, 2017

Note 4: Intangible assets


(` in lacs)
Technical Product
Particulars Software Brand Total
Knowhow development
Gross carrying amount
As at April 1, 2015 525.80 4,403.52 704.38 - 5,633.70
Additions 784.41 - - 784.41
Disposals - - - - -
Adjustments during the year 0.07 - - - 0.07
As at March 31, 2016 1,310.28 4,403.52 704.38 - 6,418.18
Additions 995.70 - - 1,031.82 2,027.52
Disposals - - - - -
As at March 31, 2017 2,305.98 4,403.52 704.38 1,031.82 8,445.70
Amortization and Impairment
As at April 1, 2015 - - - - -
Amortization during the year 346.65 264.51 41.37 - 652.53
Disposals - - - - -
Adjustments during the year - - - - -
As at March 31, 2016 346.65 264.51 41.37 - 652.53
Amortization during the year 602.10 264.52 41.37 60.51 968.50
Disposals - - - - -
As at March 31, 2017 948.75 529.03 82.74 60.51 1,621.03
Net Book Value
As at April 1, 2015 525.80 4,403.52 704.38 - 5,633.70
As at March 31, 2016 963.63 4,139.01 663.01 - 5,765.65
As at March 31, 2017 1,357.23 3,874.49 621.64 971.31 6,824.67
1. In an earlier year, the Company has acquired global rights of CEAT brand from the Italian tyre maker, Pirelli. Prior to the said
acquisition, the Company was the owner of the brand in only few Asian countries including India. With the acquisition of the
brand which is renowned worldwide, new and hitherto unexplored markets are accessible to the Company. The Company
will be in a position to fully exploit the export market resulting in increased volume and price realization. Therefore, the
management believes that the Brand will yield significant benefits for a period of at least twenty years.
2. The Company has acquired technical know-how and assistance from International Tire Engineering Resources LLC, for
setting up Halol radial plant. Considering the life of the underlying plant / facility, this technical know-how, is amortized on a
straight line basis over a period of twenty years.
Note 5: Investments
(` in lacs)
Face As at As at As at
Value March 31, 2017 March 31, 2016 April 1, 2015
Non-current
Unquoted equity shares (at amortised cost) (Non Trade)
Investment in Subsidiaries
1,00,00,000 (March 31, 2016: 1,00,00,000, April 1, 2015: 10 LKR 4,357.46 4,357.46 4,357.46
1,00,00,000) equity shares of Associated CEAT Holdings
Company (Pvt) Limited.
10,49,99,994 (March 31, 2016: 10,49,99,994, April 1, 2015: 10 Taka 3,717.06 3,717.06 3,717.06
10,49,99,994) equity shares of CEAT AKKHAN Limited
94,16,350 (March 31, 2016: 94,16,350, April 1, 2015: ` 10 8.86 8.86 8.86
94,16,350) equity shares of Rado Tyres Limited
1,10,49,960 (March 31, 2016: 1,00,49,960, April 1, 2015: ` 10 11,005.00 10,005.00 5.00
49,960) equity shares of CEAT Speciality Tyres Limited
Investment in Others
1,800(March 31, 2016: 1,800, April 1, 2015: 1,800) equity ` 10 0.18 0.18 0.18
shares of Maestro Comtrade Private Limited
Unquoted preference shares (at amortised cost) (Non
Trade)
Investment in Subsidiaries
3,50,000 (March 31, 2016: 3,50,000, April 1, 2015: NIL) 12.5% ` 100 350.00 350.00 -
cumulative redeemable preference shares of Rado Tyres Limited
Aggregate value of unquoted investments 19,438.56 18,438.56 8,088.56

164 CEAT LIMITED


CORPORATE OVERVIEW STATUTORY REPORTS

NOTES TO THE FINANCIAL STATEMENTS


for the year ended March 31, 2017

Note 6: Loans
(` in lacs)
As at As at As at
March 31, 2017 March 31, 2016 April 1, 2015
Non current (at amortised cost)
Secured, considered good
Security deposits 189.21 193.38 143.95
Unsecured, considered good
Security deposits 6.21 80.54 125.62
Unsecured, considered doubtful
Security deposits 92.35 74.30 50.55
Less : Provision made for doubtful deposits (92.35) (74.30) (50.55)
Total 195.42 273.92 269.57

Note 7: Other financial assets


(` in lacs)
As at As at As at
March 31, 2017 March 31, 2016 April 1, 2015
Non current
Unsecured, considered good
At fair value through other comprehensive income
Derivative financial instrument - - 348.18
At amortised cost
Receivables from subsidiaries (refer note 43) - 232.54 219.69
Receivables from other related parties (refer note 43) - - 45.83
Margin Money Deposits* 289.17 359.36 376.44
Unsecured, considered doubtful
Receivables from subsidiaries (refer note 43) 227.95 - -
Less : Provision for receivables (227.95) - -
Total 289.17 591.90 990.14
* The margin money deposits are for bank guarantees given to statutory authorities for period ranging between 3-5 years.

Note 8: Other non-current assets


(` in lacs)
As at As at As at
March 31, 2017 March 31, 2016 April 1, 2015
Unsecured, considered good
Capital advances 1,611.50 2,309.25 2,706.75
Security deposits with statutory authorities 712.58 381.17 729.88
Minimum Alternate Tax(MAT) credit 6,842.28 - -
Unsecured, considered doubtful
Balances with government authorities and agencies 293.61 218.13 268.68
Less : Provision for doubtful balances (293.61) (218.13) (268.68)
Total 9,166.36 2,690.42 3,436.63

ANNUAL REPORT 2016-17 165


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


for the year ended March 31, 2017

Note 9: Inventories
(At cost or net realisable value, whichever is lower)
(` in lacs)
As at As at As at
March 31, 2017 March 31, 2016 April 1, 2015
a) Raw materials 37,825.93 15,852.72 18,555.60
Goods in transit 4,894.31 4,645.38 3,957.63
42,720.24 20,498.10 22,513.23
b) Work-in-progress 3,148.70 2,483.83 2,024.48
c) Finished goods (refer foot note i) 40,779.05 32,844.07 33,837.52
d) Stock in trade 2,035.11 2,016.00 1,575.80
Goods in transit 369.52 873.42 328.72
2,404.63 2,889.42 1,904.52
e) Stores and spares 3,225.74 3,193.27 3,923.70
Goods in transit 65.34 16.66 7.25
3,291.08 3,209.93 3,930.95
Total 92,343.70 61,925.35 64,210.70
i)Details of finished goods
Automotive tyres 34,321.70 27,054.23 26,962.15
Tubes and others 6,457.35 5,789.84 6,875.37
Total 40,779.05 32,844.07 33,837.52

Notes:

1) Cost of inventory recognised as an expense as at March 31, 2017 includes ` 2,099.34 lacs ( March 31, 2016 ` 1,852.04 lacs)
in respect of write down due to net realisable value or slow moving.

2) Loans are secured by first pari passu charge on stock ( includes raw materials, finished goods and work in progress) and book
debts (refer note 20)

166 CEAT LIMITED


CORPORATE OVERVIEW STATUTORY REPORTS

NOTES TO THE FINANCIAL STATEMENTS


for the year ended March 31, 2017

Note 10: Investments


(` in lacs)
As at As at As at
March 31, 2017 March 31, 2016 April 1, 2015
Current (at fair value through profit and loss)
Investment in units of liquid mutual funds and debentures (quoted)
a) Unit of Face value ` 10 each, fully-paid up
NIL (March 31, 2016: NIL, April 1, 2015: 1,89,97,090) units of Sundaram
- - 1,919.18
Money Fund - Regular - Growth
b) Unit of Face value ` 1,000 each, fully-paid up
NIL (March 31, 2016: 57,547, April 1, 2015: NIL) units of Baroda Pioneer
- 1,001.66 -
Liquid Fund - Plan B - Direct - Growth
NIL (March 31, 2016: NIL, April 1, 2015: 1,00,563) units of BOI AXA
- 1,008.57
Treasury Advantage Fund - Direct - Growth
NIL (March 31, 2016: NIL, April 1, 2015: 3,09,265) units of Franklin India
- - 3,098.38
TMA - Direct - Growth
NIL (March 31, 2016: 97, April 1, 2015: NIL) units of Franklin India
Treasury Management Account- Super Institutional Plan- Daily Dividend - 0.97 -
Reinvestment
NIL (March 31, 2016: NIL, April 1, 2015: 5,91,853) units of Indiabulls
- 5,921.09
Liquid Fund - Direct- Growth
15,158 (March 31, 2016: 40,321, April 1, 2015: 3,27,497) units of Kotak
403.80 1,000.91 4,004.66
Floater - Short - Term - Regular - Growth
NIL (March 31, 2016: 25, April 1, 2015: NIL) units of Kotak Floater - Short
- 0.26 -
- Term- Daily Dividend
NIL (March 31, 2016: 48,168, April 1, 2015: NIL) units of L&T Liquid
- 1,000.89 -
Fund - Direct - Growth
10,176 (March 31, 2016: 36,434, April 1, 2015: NIL) units of LIC MF
300.08 1,000.83 -
Liquid Fund - Direct - Growth
NIL (March 31, 2016: NIL, April 1, 2015: 1,85,199) units of Reliance
- - 2,063.40
Liquid Fund - Cash Plan - Direct - Growth
NIL (March 31, 2016: NIL, April 1, 2015: 6) units of Reliance Liquid Fund
- - 0.09
- TP - Direct - Growth
39,191 (March 31, 2016: NIL, April 1, 2015: 5,02,771) units of SBI
1,000.28 - 5,077.54
Premier Liquid Fund - Direct - Growth
NIL (March 31, 2016: NIL, April 1, 2015: 3,27,526) units of Taurus Liquid
- 5,011.83
Fund - Direct - Growth
93,77,051 (March 31, 2016: NIL, April 1, 2015: 3,13,776) units of Taurus
1,321.78 - 3,138.58
Short - Term Income Fund - Direct - Growth
32,940(March 31, 2016: NIL, April 1, 2015 : NIL) units of UTI Money
600.89 - -
Market- Direct - Growth
1,33,384(March 31, 2016: NIL, April 1, 2015 : NIL ) units of ICICI
300.05 - -
Prudential Money Market Fund - Direct - Growth
c) Unit of Face value ` 1,00,000 each, fully-paid up
2,500 (March 31, 2016: NIL, April 1, 2015: NIL) units of Reliance Capital-
2,500.00 - -
Market Linked Debentures
Aggregate market value of quoted instruments 6,426.88 4,005.52 31,243.32

ANNUAL REPORT 2016-17 167


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


for the year ended March 31, 2017

Note 11: Trade receivables


(` in lacs)
As at As at As at
March 31, 2017 March 31, 2016 April 1, 2015
Trade receivables from others 57,423.24 56,343.71 66,078.25
Trade receivables from related parties (refer note 43) 1,782.20 1,450.59 614.99
Total receivables 59,205.44 57,794.30 66,693.24

(` in lacs)
As at As at As at
March 31, 2017 March 31, 2016 April 1, 2015
Break-up for security details
Secured, considered good* 22,769.31 22,804.30 24,000.02
Unsecured, considered good 36,436.13 34,990.00 42,693.22
Doubtful 3,290.63 1,797.16 1,379.18
Total 62,496.07 59,591.46 68,072.42
Allowance for doubtful debts (3,290.63) (1,797.16) (1,379.18)
Total trade receivables 59,205.44 57,794.30 66,693.24

*These debts are secured to the extent of security deposit obtained from the dealers.
- No trade receivables are due from directors or other officers of the company either severally or jointly with any other person.
- For terms and conditions relating to related party receivables, refer note 43.
-Trade receivables are non-interest bearing and generally on terms of 30 to 60 days credit period.

Note 12: Cash and cash equivalents


(` in lacs)
As at As at As at
March 31, 2017 March 31, 2016 April 1, 2015
Balances with Banks
On current accounts (Refer foot note a) 405.34 33.96 2,936.17
On remittance in transit 1,013.36 1,103.67 1,497.24
Cash on hand 6.28 3.99 12.35
Cash and cash equivalent as per statement of cash flow 1,424.98 1,141.62 4,445.76

a) Includes ` nil for March 31, 2017 (March 31, 2016 ` nil, April 1, 2015 ` 4.53 Lacs) outstanding for a period exceeding seven years.
This amount is no longer payable as the Company has adjusted this amount towards call-in arrears of partly paid-up equity shares
of the Company held by the shareholders, pursuant to a resolution passed by the Board of Directors.

Note 13: Bank balances other than cash and cash equivalents
(` in lacs)
As at As at As at
March 31, 2017 March 31, 2016 April 1, 2015
Deposits with Maturity of more than 3 months but less than 12 months
0.20 750.20 1,208.20
(Refer foot note a)
Balances held for unclaimed public fixed deposit and interest thereon
128.20 308.04 454.11
(refer foot note b)
Balances unclaimed dividend accounts (Refer foot note c) 193.81 215.79 109.53
Total 322.21 1,274.03 1,771.84
Notes:
a) Deposit to the extent of ` 0.20 lacs (March 31, 2016: ` 750.20 lacs, April 1, 2015: ` 637.41 lacs) is created for the purpose of
deposit repayment reserve account and cannot be used for any other purpose.
b) These balances are available for use only towards settlement of matured deposits and interest on deposits. Also includes
` 0.20 lacs (March 31, 2016: ` 0.20, lacs April 1, 2015: `0.20 lacs)outstanding for a period exceeding seven years, in respect
of which a Government agency has directed to the Company to hold and not transfer / repay.
c) These balances are available for use only towards settlement of corresponding unpaid dividend liabilities.

168 CEAT LIMITED


CORPORATE OVERVIEW STATUTORY REPORTS

NOTES TO THE FINANCIAL STATEMENTS


for the year ended March 31, 2017

Note 14 : Loans
(` in lacs)
As at As at As at
March 31, 2017 March 31, 2016 April 1, 2015
Current (at amoritsed cost)
Unsecured, considered good
Advance receivable in cash 2.04 3.84 5.49
Loans to related parties 5,000.00 3,400.00 1,371.67
Unsecured, considered doubtful
Loans advances and deposits 162.76 132.00 132.00
Less: Provision for doubtful advances and deposits (162.76) (132.00) (132.00)
Total 5,002.04 3,403.84 1,377.16

Note 15: Other financial assets


(` in lacs)
As at As at As at
March 31, 2017 March 31, 2016 April 1, 2015
Current
Unsecured, considered good
At fair value through other comprehensive income
Derivative instrument - 143.94 837.37
At amortised cost
Advance receivable in cash 526.92 462.09 750.52
Other receivables 66.26 43.46 129.53
Interest receivable 0.89 18.15 46.00
Recoverable against fire loss - 470.00 442.29
Receivable from subsidiaries/ joint ventures 438.02 372.33 -
Unamortised premium on forward contract 122.78 - -
Total 1,154.87 1,509.97 2,205.71

Note 16: Other current assets


(` in lacs)
As at As at As at
March 31, 2017 March 31, 2016 April 1, 2015
Unsecured, considered good
Advance receivable in kind or for value to be received 8,526.75 3,344.57 1,675.37
Balance with government authorities 7,504.49 9,521.70 5,179.86
Advance to employees 14.35 20.54 21.63
Prepaid expense 431.71 769.67 441.59
Unsecured, considerd doubtful
Advance receivable in kind or for value to be received 44.22 - -
Less: Provision for advance receivable in kind or for value to be received (44.22) - -
Total 16,477.30 13,656.48 7,318.45

ANNUAL REPORT 2016-17 169


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


for the year ended March 31, 2017

Note 17: Equity share capital


Authorised share capital
Equity shares Preference Shares Unclassified Shares
Numbers ` in lacs Numbers ` in lacs Numbers ` in lacs
At April 1, 2015 4,61,00,000 4,610.00 39,00,000 390.00 1,00,00,000 1,000.00
Increase / (decrease) during the year - - - - - -
At March 31, 2016 4,61,00,000 4,610.00 39,00,000 390.00 1,00,00,000 1,000.00
Increase / (decrease) during the year - - - - - -
At March 31, 2017 4,61,00,000 4,610.00 39,00,000 390.00 1,00,00,000 1,000.00

Issued share capital


Equity shares of ` 10 each issued
Numbers (` in lacs)
At April 1, 2015 (refer foot note a) 4,04,50,780 4,045.08
Alloted during the year - -
At March 31, 2016 (refer foot note a) 4,04,50,780 4,045.08
Alloted during the year ` - -
At March 31, 2017 (refer foot note a) 4,04,50,780 4,045.08

Subscribed and Paid-up share capital


Equity shares of `10 each subscribed and fully paid
Numbers (` in lacs)
At April 1, 2015 4,04,50,092 4,045.01
Alloted during the year - -
At March 31, 2016 4,04,50,092 4,045.01
Alloted during the year - -
At March 31, 2017 4,04,50,092 4,045.01

Notes:
a) Includes 688 (March 31, 2016- 688; April 1, 2015- 688) equity shares offered on right basis and kept in abeyance.
b) Terms/ rights attached to equity shares
The Company has only one class of equity shares having face value of `10 per share. Each holder of equity shares is entitled to
one vote per equity share. Dividend is recommended by the Board of Directors and is subject to the approval of the members at the
ensuing Annual General Meeting except interim dividend. The Board of Directors have a right to deduct from the dividend payable
to any member, any sum due from him to the Company.
In the event of winding-up, the holders of equity shares shall be entitled to receive remaining assets of the Company after
distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by shareholders.
The shareholders have all other rights as available to equity shareholders as per the provision of the Companies Act, applicable in
India read together with the Memorandum of Association and Articles of Association of the Company, as applicable.

c)  Details of shareholders holding more than 5% shares in the company


As at March 31, 2017 As at March 31, 2016 As at April 1, 2015
Name of the shareholders % holding in % holding in % holding in
Numbers Numbers Numbers
the class the class the class
Equity shares of ` 10 each fully paid
Instant Holdings Limited 1,15,10,812 28.46% 1,15,10,812 28.46% 1,15,10,812 28.46%
Swallow Associates LLP 44,84,624 11.09% 44,84,624 11.09% 44,84,624 11.09%
Kotak Mahindra (International Limited) - - - - 25,15,700 6.22%
TIAA-CREF Institutional Mutual Fund
- - - - 21,60,298 5.34%
International
d) As per the records of the Company as at March 31, 2017 no calls remain unpaid by the directors and officers of the
company.
e) The Company has not issued any equity shares as bonus for consideration other than cash and has not bought back any
shares during the period of 5 years immediately preceeding March 31, 2017.

170 CEAT LIMITED


CORPORATE OVERVIEW STATUTORY REPORTS

NOTES TO THE FINANCIAL STATEMENTS


for the year ended March 31, 2017

Note 18: Other equity


(` in lacs)
As at March 31, 2017 As at March 31, 2016 As at April 1, 2015
Securities premium reserve (refer foot note a) 56,702.93 56,702.93 56,702.93
Capital reserve (refer foot note b) 1,176.88 1,176.88 1,176.88
Capital redemption reserve (refer foot note c) 390.00 390.00 390.00
Cash flow hedge reserve (refer foot note d) (242.70) 3.89 39.17
Debenture redemption reserve (DRR) (refer foot note e) 3,334.00 1,667.00 -
General reserve (refer foot note f) 20,177.32 20,177.32 20,177.32
Retained earnings (refer foot note g) 1,45,031.61 1,10,742.52 77,583.92
Total other equity 2,26,570.04 1,90,860.54 1,56,070.22
a) Securities premium reserve
Amount received on issue of shares in excess of the par value has been classified as security share premium
(` in lacs)
At April 1, 2015 56,702.93
At March 31, 2016 56,702.93
At March 31, 2017 56,702.93

b) Capital reserve
Capital reserve includes profit on amalgamation of entities.
(` in lacs)
At April 1, 2015 1,176.88
At March 31, 2016 1,176.88
At March 31, 2017 1,176.88

c) Capital redemption reserve


Capital redemption reserve represents amount transferred from profit and loss account on redemption of preference shares during
FY 1998-99.
(` in lacs)
At April 1, 2015 390.00
At March 31, 2016 390.00
At March 31, 2017 390.00

d) Cash flow hedge reserve


It represents mark-to-market valuation of effective hedges as required by Ind AS 109.
(` in lacs)
At April 1, 2015 39.17
Gain / (Loss) arising during the year (35.28)
At March 31, 2016 3.89
Gain / (Loss) arising during the year (246.59)
At March 31, 2017 (242.70)

e) Debenture Redemption Reserve (DRR)


Debenture Redemption Reserve (DRR) is required to be created in accordance with section 71 of the Companies Act, 2013 read
with Companies (Share capital and Debenture) Rules, 2014 at equivalent to 25% of the value of the debentures issued.

(` in lacs)
At April 1, 2015 -
Add: Transfer from retained earnings during the year 1,667.00
At March 31, 2016 1,667.00
Add: Transfer from retained earnings during the year 1,667.00
At March 31, 2017 3,334.00

ANNUAL REPORT 2016-17 171


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


for the year ended March 31, 2017

f) General Reserve
The general reserve is used from time to time to transfer profits from retained earnings for appropriations purposes. As the general
reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income , items
included in the general reserve will not be reclassified subsequently to statement of profit and loss.
(` in lacs)
At April 1, 2015 20,177.32
Add: Transfer from retained earnings during the year -
At March 31, 2016 20,177.32
Add: Transfer from retained earnings during the year -
At March 31, 2017 20,177.32

g) Retained earnings
(` in lacs)
As at April 1,2015 77,583.92
Profit for the year 44,517.83
Other comprehensive income 206.33
Payment of dividend (8,696.77)
Payment of Dividend Distribution Tax (DDT) (1,201.79)
Transfer to Debenture Redemption Reserve (DRR) (1,667.00)
As at March 31,2016 1,10,742.52
Profit for the year 36,272.58
Other comprehensive income (316.49)
Transfer to Debenture Redemption Reserve (DRR) (1,667.00)
As at March 31,2017 1,45,031.61

Note 19: Distribution made and proposed


Cash dividends on equity shares declared and paid
(` in Lacs)
As at As at
March 31, 2017 March 31, 2016
Final dividend for the year ended on March 31, 2015 (` 10 per share) - 4,045.01
Dividend Distribution Tax (DDT) on final dividend - 487.67
Interim dividend for the year ended on March 31, 2016 (` 11.50 per share) - 4,651.76
Dividend Distribution Tax (DDT) on interim dividend - 714.11
Total - 9,898.55

(` in lacs)
As at As at As at
March 31, 2017 March 31, 2016 April 1, 2015
Proposed dividends on equity shares
Final cash dividend for the year ended on March 31, 2017: ` 11.50 per share
4,651.77 - 4,045.01
( March 31, 2016 NIL, April 1,2015 ` 10 per share)
Dividend Distribution Tax (DDT) on proposed dividend 946.98 - 487.67
Total 5,598.75 - 4,532.68

Proposed dividends on equity shares, which are subject to approval at the annual general meeting are not recognised as a liability
(including Dividend Distribution Tax thereon) in the year in which it is proposed.

172 CEAT LIMITED


CORPORATE OVERVIEW STATUTORY REPORTS

NOTES TO THE FINANCIAL STATEMENTS


for the year ended March 31, 2017

Note 20: Borrowings


(At amortised cost) (` in lacs)
Non-current Current
As at A